Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), book-entry shares evidencing the Shares subscribed for by Purchaser hereunderissuance of the number of shares of Common Stock set forth on the signature page hereto to Purchaser, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closingor its nominee; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (ivii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit A, executed by such counsel and addressed to Purchaser and the PurchasersPlacement Agent; (viii) a certificate of the Secretary of an officer of the Company Company, in the form attached hereto as Exhibit B (the “SecretaryOfficer’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and Agreement, the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions Articles of the certificate or articles of incorporation, as amended, Incorporation and by-laws Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viiv) a certificate, dated as of the Compliance Certificate referred Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.1(a), (b), (d), (e), (f), (g), and (j) in the form attached hereto as Exhibit C; (viiv) a certificate evidencing the formation and good standing Certificate of Existence for the Company in its jurisdiction of formation issued by from the Secretary of Virginia State (or comparable office) of such jurisdiction, as of Corporation Commission and a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by Existence for the Bank from the Secretary of State of the State of DelawareSouth Carolina, each as of a date within ten that is no more than three (103) Business Days of prior to the Closing Date; and (xvi) only if Purchaser will be a fully Qualifying Purchaser immediately following the Closing, the VCOC Letter Agreement, duly executed Registration Rights Agreementby the Company. (b) On or prior to the ClosingClosing Date, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States U.S. dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; andprovided by the Company; (iiiii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire Company in the forms form attached hereto as Exhibits B-1 and B-2 Exhibit D; and (iii) only if Purchaser will be a Qualifying Purchaser immediately following the Closing, respectivelythe VCOC Letter Agreement, duly executed by the Purchaser.

Closing Deliveries. At the Closing, (a) On or prior to the ClosingPurchaser shall deliver, the Company shall issue, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):Seller: (i) this Agreementsubject to Section 1.9(a), duly executed to one or more accounts designated by Seller (such designation to be made in writing at least two (2) Business Days before the CompanyConfirmation Date), the Closing Purchase Price by wire transfer of immediately available funds; (ii) facsimile copies a counterpart to each of one the Ancillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ of Sale delivered under Section 1.12(a)(iv) and any Lease Assignment and Assumption Agreements delivered under Section 1.12(a)(v)) to which Purchaser or more stock certificatesits designated Affiliate is a party, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered substantially in the name of such Purchaser forms attached as set forth on the Stock Certificate Questionnaire included exhibits hereto, duly executed by Purchaser, as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closingapplicable; (iii) the certificate to be delivered pursuant to Section 7.2(a); (iv) to the extent any Purchased Asset (other than the Business Real Property) or Assumed Liability is not held by a WarrantPurchased Entity, a counterpart of the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for such Purchased Assets (other than the Purchased Equity) and such Assumed Liabilities, by and among the applicable Seller Entities, the applicable Rexam Entities and Purchaser, substantially in the form attached as Exhibit C hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”), duly executed by Purchaser or its designated Affiliate; (v) with respect to each Lease for a Leased Business Real Property to be assigned to Purchaser (and not indirectly conveyed by transfer of the applicable Purchased Entity), a duly executed counterpart of a lease assignment and assumption agreement for such Lease, in substantially the form attached hereto as Exhibit F or in such other form as may be reasonably required by the landlord under such Lease (the “Lease Assignment and Assumption Agreement”); and (vi) with respect to jurisdictions outside the United States in which Purchased Assets (including, for the avoidance of doubt, the Purchased Equity) or Assumed Liabilities are located, other forms and agreements as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement, as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed (as required) by Purchaser or its designated Affiliate. (b) Seller shall deliver, or cause to be delivered, to Purchaser: (i) such bills of sale, share/stock transfer forms, share transfer deeds or notarial copies of share transfer deeds (or, in the event notarial copies cannot be available at Closing, certified copies of share transfer deeds), stock powers or other instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, pursuant to any applicable Foreign Acquisition Agreement, and otherwise consistent in such jurisdictions) as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities, in each case duly executed by the Company applicable Seller Entities and registered in Rexam Entities; (ii) the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, certificate to be delivered pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent Section 7.1(a); (50%iii) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) counterparts of the number Assignment and Assumption Agreement and ▇▇▇▇ of Shares issuable to such PurchaserSale duly executed by each Seller Entity named as a party thereto and each Rexam Entity named as party thereto, rounded up to the nearest whole share, on the terms set forth thereinas applicable; (iv) a legal opinion special warranty deed in customary form for each Facility and each Owned Business Real Property located in the United States and such deeds, bills of Company Counselsale, dated as assignments, certificates of title, transfer forms and other documents and instruments for each Facility and each Owned Business Real Property located outside the Closing DateUnited States (each, executed by such counsel and addressed to the Purchasersa “Deed”); (v) a certificate customary owner’s affidavits of title as may be reasonably required by the title company of Purchaser’s choosing in connection with the conveyance of the Secretary of Owned Business Real Property located in the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyUnited States; (vi) counterparts of the Compliance Certificate referred to in Section 5.1(g)Foreign Closing Documents duly executed by each Seller Entity named as a party thereto and each Rexam Entity named as a party thereto, as applicable; (vii) a certificate evidencing the formation and good standing certificate, executed by Rexam Beverage Can Company that complies with Treasury Regulation Section 1.1445—2(b)(2) of the Company Code, substantially in its jurisdiction the form of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing DateExhibit D hereto; (viii) a certificate evidencing counterparts to the Company’s qualification Ancillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ of Sale delivered under Section 1.12(b)(iii) and any Lease Assignment and Assumption Agreements delivered under Section 1.12(b)(ix)), substantially in the forms attached as a foreign corporation and good standing issued exhibits hereto, duly executed by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Dateapplicable Seller Entities and Rexam Entities; (ix) a certified copy duly executed counterpart of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Dateeach Lease Assignment and Assumption Agreement; and (x) a fully executed Registration Rights Agreement. (b) On or prior to receipt for the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Closing Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall will issue, deliver or cause to be delivered to the Purchaser (or to each Purchaser Individual Purchaser, as the case may be) the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof4.2(b)), evidencing the Shares subscribed to be purchased by each Individual Purchaser, which for any such Individual Purchaser shall be equal to (A) ( 1) the aggregate number of shares of Common Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser hereunderin Annex I hereto, and (B) (1) the aggregate number of shares of Nonvoting Preferred Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, registered in the name of such the applicable Individual Purchaser or as otherwise set forth on the such Individual Purchaser’s Stock Certificate Questionnaire included as Exhibit B-2 A hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, in substantially the form attached hereto as Exhibit B, executed by such counsel and addressed to the PurchasersPurchaser, which opinion shall be identical in all material respects to any opinion that may be delivered to the Other Purchasers as part of the Private Placement; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company (Company, in the “Secretary’s Certificate”)form attached hereto as Exhibit C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares under this Agreement and the other Transaction Documents and shares of Common Stock under the issuance of the SecuritiesOther Purchase Agreements, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws Constituent Documents of the Company Company, and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate of the Compliance Certificate referred Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.l(a);, 5.l(b) and 5.lG); and (vii) a certificate evidencing the formation Certificate of Good Standing and good standing a Certificate of Existence for the Company in its jurisdiction of formation issued by from the Louisiana Secretary of State (or comparable office) of such jurisdiction, dated as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementrecent date. (b) On At or prior to the Closing, the Purchaser (or each Purchaser shall Individual Purchaser, as the case may be) will deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such each Individual Purchaser; (ii) its the Subscription Amount, in United States U.S. dollars and in immediately available funds, by wire transfer in accordance with the Company’s written instructions; provided that each Individual Purchaser shall so deliver its portion of the Subscription Amount in the amount set forth as specified for such individual in Annex I hereto. (iii) the “Purchase Price” indicated below such Registration Rights Agreement, duly executed by each Individual Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iiiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire for each Individual Purchaser in the forms form attached hereto as Exhibits B-1 and B-2 , respectively.Exhibit A.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, will deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (iA) this Agreementthe items required to be delivered to Buyer pursuant to Section 8, duly executed by the Company;Company where so required, (iiB) facsimile copies of one certificates representing the applicable Debenture and Warrant, (C) a certificate ("CLOSING CERTIFICATE") signed by its chief executive officer or more stock certificates, free chief financial officer (1) representing the truth and clear accuracy of all restrictive the representations and other legends warranties made by the Company contained in this Agreement, as of the applicable Closing Date, as if such representations and warranties were made and given on all such dates, (except as provided 2) adopting the covenants and conditions set forth in Section 4.1(bthis Agreement in relation to the applicable Debenture and Warrants, (3) hereofrepresenting the timely compliance by the Company with the Company's registration requirements set forth in the Registration Rights Agreement, and (4) certifying that an Event of Default has not occurred, (D) a legal opinion in substantially the form of Exhibit E attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("CLOSING LEGAL OPINION"), evidencing the Shares subscribed for by Purchaser hereunder, (E) a Debenture with a principal amount equal to such Buyer’s Original Principal Amount, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing;Buyer, (iiiF) a Warrant, executed by the Company and Warrant registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant Buyer to which such Purchaser shall have the right purchase up to acquire such a number of Warrant Shares shares of Common Stock equal to fifty percent the Warrant Amount (50%as defined in Section 1(b)(v)) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up with an exercise price equal to the nearest whole shareInitial Warrant Exercise Price (as defined in Section 1(b)(v)) subject to adjustment therein, on the terms set forth therein;and (ivG) a legal opinion of the Intercreditor Agreement duly executed by the Company Counseland the buyers signatory to the Securities Purchase Agreement, dated as of April 16, 2007, between the Company and such buyers; (H) Limited Standstill Agreements, in the form of Exhibit F hereto, duly executed by each of the Designated Insiders (as defined in Section 4(r)). On the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (iA) this Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement and the Intercreditor Agreement duly executed by such Purchaser; Buyer, (iiB) its Subscription Amount, in United States dollars and in immediately available funds, funds in the amount set forth as the “Purchase Price” indicated below of such PurchaserBuyer’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to as specified in writing by the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or At least five (5) Business Days prior to the ClosingClosing (except as noted below), the Company Borrower shall issue, deliver or cause to be delivered to each Purchaser Initial Lender the following (following: the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificatesNote, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereofthe form of Note attached hereto as Exhibit A), evidencing duly executed by Borrower, to be held in escrow and released upon the Shares subscribed for by Purchaser hereunderClosing; a notice of borrowing, registered substantially in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included form attached hereto as Exhibit B-2 hereto B, delivered by 10:00 a.m. (New York, New York time) (the “Stock CertificatesNotice of Borrowing”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) . a legal opinion of Company CounselBorrower’s counsel, dated as of the Closing Date and substantially in the form attached hereto as Exhibit C, executed by such counsel and addressed to Lenders, to be released upon the Closing; a certificate of the Secretary of Borrower, in the form attached hereto as Exhibit D, dated as of the Closing Date, executed by such counsel to be held in escrow and addressed to released upon the Purchasers; Closing, certifying: (vA) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board board of Directors directors of Borrower (the Company “Board”) or a duly authorized committee thereof approving the borrowing of the Term Loan and approving the other transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, Agreement; (bB) certifying the current versions of the certificate or articles organizational documents and bylaws of incorporation, as amended, and by-laws of the Company Borrower; and (cC) certifying as to the signatures and authority of persons signing the Transaction Documents this Agreement and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) Borrower; a certificate evidencing the formation and good standing of the Company Chief Executive Officer, President or Chief Financial Officer of Borrower, in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictionform attached hereto as Exhibit E, dated as of a date within five (5) Business Days of the Closing Date; (viii, to be held in escrow and released upon the Closing, certifying to the fulfillment of the conditions specified in 0(a), 0(b) and 0(d); a certificate evidencing the Company’s qualification as a foreign corporation and of existence or good standing issued by for Borrower from each of the Commonwealth jurisdictions of MassachusettsBorrower’s incorporation and Borrower’s principal place of business, each as of a date within ten (10) Business Days recent date; a certificate of existence or good standing for the Bank from the jurisdiction of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, Bank’s formation as of a date within ten recent date; and a transfer to Initial Lender or its designee, in immediately available funds, of: (10A) Business Days the closing fee indicated in (b); and (B) a reimbursement to Lender of all of Lender’s reasonable transactional expenses in excess of $5,000; provided, however, that the maximum amount of transactional expenses for which Borrower shall reimburse Lender shall be $5,000; provided further, that the amounts payable hereunder may be paid through a net settlement of the Closing Date; and (xTerm Loan amount to be transferred to Borrower pursuant to Section 1.1 and Section 1.9(b)(ii) a fully executed Registration Rights Agreementbelow. (b) On or prior to the Closing, each Purchaser Initial Lender shall deliver or cause to be delivered to Borrower the Company following: Schedule C, indicating the following (principal amount of the “Purchaser Deliverables”): (i) Term Loan and the applicable interest rate, either attached to this Agreement, duly executed by such Purchaser; (ii) its Subscription Amountthe Initial Lender, or, if this Agreement has previously been delivered, in United States dollars a separate written notice to Borrower; and a transfer to Borrower, in immediately available funds, of an amount equal to the principal value of the Term Loan extended (at the option of Initial Lender, net of any amounts due to Initial Lender pursuant to Section 1.9(a)), in accordance with written wire transfer instructions indicated in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” Notice of Borrowing delivered by wire transfer Borrower to Initial Lender at least five Business Days prior to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyClosing.

Closing Deliveries. 8.1. At the Closing, Seller, at its sole cost and expense, shall deliver to Purchaser the following items and documents (which documents shall be in form and substance reasonably satisfactory to Purchaser’s attorneys): (a) On or prior to a Special Warranty Deed in the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following form attached hereto as Exhibit F (the “Company DeliverablesDeed”):), duly executed by Seller and acknowledged on behalf of Seller; (b) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the “▇▇▇▇ of Sale”) conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by Seller; (c) an Assignment and Assumption of Leases, in the form attached hereto as Exhibit H (the “Assignment and Assumption of Leases”), executed by Seller; (d) a signed notice to each Tenant advising it of the within sale and directing it to pay rent to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit I (the “Tenant Notification Letters”), executed by Seller; (e) subject to the terms of Section 2.4, evidence of the termination of each Contract which Purchaser notifies Seller it does not desire to assume (any such Contract being referred to as a “Terminated Contract” and all other Contracts being referred to as the “Assigned Contracts”); (f) to the extent within Seller’s possession or control, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the “Licenses and Permits”), (ii) required permanent certificates of occupancy for the Improvements relating to such Property (“Certificates of Occupancy”), to the extent existing, and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the “Property Documents”); (g) to the extent within Seller’s possession or control, all assignable guaranties and warranties which Seller has received in connection with any work or services performed, or to be performed with respect to, or equipment installed in the Property, and Seller shall cooperate with Purchaser at Purchaser’s expense in enforcing any such guaranties and warranties not assignable, which obligation shall survive the Closing (the “Guaranties and Warranties”); (h) an Assignment and Assumption of the Assigned Contracts, Licenses and Permits, Certificates of Occupancy, Property Documents and Guaranties and Warranties in the form attached hereto as Exhibit J (the “Assignment and Assumption of Contracts”), executed by Seller; (i) this Agreementan Assignment and Assumption of Intangible Property, duly in the form attached hereto as Exhibit U (the “Assignment and Assumption of Intangible Property”), executed by the CompanySeller; (iij) facsimile copies of one or more stock certificates, free and clear of all restrictive and a signed notice to each contract party (other legends (except as provided in Section 4.1(b) hereofthan Seller), evidencing or service or materials provider or supplier under the Shares subscribed for by Assigned Contracts advising it of the within sale and directing it to address all correspondence and bills to Purchaser hereunderor, registered at Purchaser’s option, to Purchaser’s designee in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included form attached hereto as Exhibit B-2 hereto K (the “Stock CertificatesAssigned Contract Notification Letters”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closingexecuted by Seller; (iiik) a Warrantan executed Affidavit of Non-Foreign Status, in the form attached hereto as Exhibit L, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoSeller, certifying that Seller is not a “foreign person” pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) Section 1445 of the number Internal Revenue Code of Shares issuable to such Purchaser1986, rounded up to as amended, and the nearest whole share, on the terms set forth thereinregulations promulgated thereunder; (ivl) a legal opinion an executed IRS Form 1099; (m) copies of such organizational documents and consents of Seller and its managing member, including, without limitation, good standing certificates, as Purchaser or the Title Company Counselshall reasonably require; (n) to the extent within Seller’s possession or control, dated all keys to entrance doors to, and equipment and utility rooms located in, the Property, which keys shall be properly tagged for identification; (o) any and all documents, affidavits and/or instruments required to be filed by Seller in connection with the imposition and/or payment of any and all applicable federal, state, county, municipal or other transfer taxes with respect to the transactions set forth herein (collectively, “Transfer Tax Documentation”), in proper form for submission, prepared, executed and acknowledged by Seller; (p) such reasonable and customary affidavits, indemnities and other deliveries as of are required by the Closing DateTitle Insurance Company to deliver so-called “extended coverage”, executed by Seller (or such counsel other persons as may be required by the Title Company), it being agreed that the affidavit attached as Exhibit O is deemed reasonable and addressed customary; (q) to the Purchasersextent within Seller’s possession or control, all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property; (r) to the extent within Seller’s possession or control, any and all plans and specifications pertaining to the Property; (s) all deliveries required to be made pursuant to the provisions of Section 6.6 of this Agreement; (t) a certification updating the representations and warranties given by Seller pursuant to Section 9.1 hereof, executed by Seller; (u) to the extent within Seller’s possession or control, the lessor’s original executed counterparts of all Leases and Assigned Contracts, together with all lease files maintained in connection therewith and all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property, including, without limitation, originals of all amendments and modifications of the Leases and original counterparts of all guarantees thereunder, and copies of all correspondence and other contents of Seller’s Lease files for all Tenants; (v) a certificate evidence of termination of any and all leases, or other occupancy, operational, or other arrangements in effect between Seller and any affiliate of or party related to Seller; (w) the Secretary of the Company Seller Estoppel Certificate (the “Secretary’s Certificate”as hereinafter defined), dated ; (x) such other documents as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving may be reasonably required to effectuate the transactions contemplated by this Agreement, the transactions contemplated by the Existing Loan Purchase Agreement (it being agreed that documents required to be executed and delivered by Seller, Existing Loan Borrower, CBF or their respective affiliates in accordance with the other Transaction Documents and the issuance terms of the SecuritiesExisting Loan Purchase Agreement (as it exists on the Effective Date) shall be deemed reasonably required), and/or to effectuate the closing of the transaction contemplated hereunder (including, without limitation, the documentation described in Section 13.1); and (y) if requested by Purchaser, an assignment of Seller’s right to pursue to conclusion the condominium conversion process triggered by filing of the Public Offering Statement, in the form attached hereto as Exhibit N (the “Assignment of Rights Under Public Offering Statement”). 8.2. At the Closing, Purchaser, at its sole cost and expense, shall deliver to Seller the following, each document hereafter mentioned to be in form and substance reasonably satisfactory to Seller’s attorneys: (a) the balance of the Purchase Price; (b) certifying the current versions Assignment and Assumption of the certificate or articles of incorporationLeases, as amended, and by-laws of the Company and executed by Purchaser; (c) certifying as to the signatures Assignment and authority Assumption of persons signing the Transaction Documents and related documents on behalf of the CompanyContracts, executed by Purchaser; (vid) the Compliance Certificate referred Assignment and Assumption of Intangible Property, executed by Purchaser; (e) a certification updating the representations and warranties given by Purchaser pursuant to in Section 5.1(g9.2 of this Agreement, executed by Purchaser; (f) the Tenant Notification Letters, executed by Purchaser; (g) the Assumed Contract Notification Letters, executed by Purchaser; (h) the Transfer Tax Documentation, if applicable, executed by Purchaser (if required by law); (viii) a certificate evidencing such other documents as may be reasonably required to effectuate the formation and good standing transaction contemplated by the Agreement and/or to effectuate the closing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Datetransaction contemplated hereunder; and (xj) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Assumption and Release Agreement, duly executed by such Purchaser and the Existing Loan Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”): (i) a certificate evidencing a number of Shares equal to such Investors Investment Amount divided by the Per Unit Purchase Price, registered in the name of such Investor; (ii) a Warrant registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock equal to one-fifth of the number of Shares issuable to such Investor Section 2.2(a)(i), at an exercise price that is equal to 130% of the Per Unit Purchase Price (the “Warrant Shares”) (iii) this Agreement duly executed by the Company and each Investor; (iv) a certificate executed by the Company’s chief executive officer and chief financial officer, confirming the continued truth and correctness in all material respects (except as to those representations and warranties qualified by materiality, as to which the confirmation shall be as to their continued truth and correctness) as of the Closing Date of the Company’s representations and warranties made in Article 3 hereof; (v) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investors, and (ii) the current certificate of incorporation, as amended, and bylaws, as amended, of the Company; (vi) executed consents of at least a majority of the shares of Common Stock then outstanding approving the items set forth in Section 4.13 herein; (vii) the legal opinion of Yuan Tai Law Offices, People’s Republic of China, Counsel to the Company and of ▇▇▇▇ ▇▇▇▇ & Co., Solicitors, Hong Kong, Counsel to the Company, addressed to the Investors, in the form of Exhibit F attached hereto; (viii) the legal opinion of Company Counsel addressed to the Investors, in the form of Exhibit G attached hereto; (ix) the Closing Escrow Agreement, duly executed by all parties thereto; (x) the Make Good Escrow Agreement, duly executed by all parties thereto; (xi) the Registration Rights Agreement, duly executed by the Company; (iixii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing;Draft S-1 Registration Statement; and (iiixiii) a Warrant, the Lock-Up Agreement duly executed by the Company all executive officers and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws directors of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf each stockholder owning directly or indirectly shares representing 10% or more of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementtotal outstanding shares. (b) On or prior to the ClosingClosing Date, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) to the Company, this Agreement, Agreement duly executed by such Purchaserthe Investor; (ii) its Subscription to the Escrow Agent for deposit and disbursement in accordance with the Closing Escrow Agreement, Investment Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire the Registration Rights Agreement, duly executed by such Investor. (c) Within three (3) Business Days following the Closing Date, the Company shall deliver or cause to be delivered the following: (i) one or more stock certificates evidencing Shares with a stated value equal to such Investor’s Investment Amount, registered in the forms name of such Investor; and (ii) a Warrant registered in the name of such Investor evidencing the number of Warrants set forth on such Investor’s signature page attached hereto as Exhibits B-1 and B-2 , respectivelyhereto.

Closing Deliveries. (a) On Buyer shall deliver, or cause to be delivered, to the Company, at or prior to the Closing, each of the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counselcertificate, dated as of the Closing Date, executed on behalf of Buyer by such counsel and addressed to a duly authorized officer thereof certifying that each of the Purchasersconditions set forth in Section 7.02 has been satisfied; (vii) the Assignment of Membership Interest, executed by Buyer; (iii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”)certificate, dated as of the Closing DateDate and executed on behalf of Buyer by a duly authorized officer of Buyer, (a) certifying the resolutions adopted Buyer Organizational Documents; (iv) a good standing certificate from the State of Delaware with respect to Buyer, dated within fifteen business days prior to the Closing Date; and (v) the Escrow Agreement, duly executed by Buyer. (b) The Company, Parent or the Board Members, as applicable, shall deliver, or cause to be delivered, to Buyer, at or prior to the Closing, each of Directors the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company or by a duly authorized committee officer thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance certifying that each of the Securitiesconditions set forth in Section 7.03 has been satisfied; (ii) the Closing Financial Certificate, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws executed on behalf of the Company and (c) certifying as to by the signatures and authority of persons signing the Transaction Documents and related documents on behalf Chief Financial Officer of the Company; (iii) the Assignment of Membership Interest, executed by each Member; (iv) FIRPTA documentation, consisting of a certificate of non-foreign status, prepared in accordance with Treasury Regulations Section 1.1445-2(b), in substantially the form attached hereto as Exhibit C; (v) written resignations, effective as of the Closing, from all offices, positions and boards of Parent or the Company, executed by each director or manager of the Parent or Company, as applicable, in substantially the form attached hereto as Exhibit D; (vi) a certificate, dated as of the Compliance Certificate referred to in Section 5.1(g)Closing Date and executed on behalf of the Company by a duly authorized officer of the Company, certifying the Company Organizational Documents; (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictioncertificate, dated as of a date within five (5) Business Days of the Closing DateDate and executed on behalf of Parent by a duly authorized officer of Parent, certifying the Parent Organizational Documents; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by certificates from the Commonwealth State of MassachusettsDelaware and each other state or jurisdiction in which each of Parent and the Company is qualified to do business, as of a date dated within ten (10) Business Days of fifteen business days prior to the Closing Date; (ix) payoff letters or similar instruments in form (including customary lien release documentation, if applicable) and substance reasonably satisfactory to Buyer with respect to all Company Debt; (x) an invoice from each recipient to which a certified copy Transaction Expense is owed (except for any recipients who will be paid Transaction Expenses through the Company’s payroll and, for the avoidance of doubt, except for the payee of the Certificate R&W Policy Premium) indicating the amount of Incorporation, Transaction Expenses payable to such recipient as certified by of immediately prior to the Secretary of State Closing; (xi) the wire transfer instructions of the State of Delaware, as of a date within ten (10) Business Days Members for payment of the Closing DateCash Consideration, for purposes of a funds flow memorandum in the form attached hereto as Exhibit E (the “Funds Flow”); (xii) an IRS Form W-9 with respect to each Member; and (xxiii) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Escrow Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyMembers.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Common Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the such Purchaser’s Stock Certificate Questionnaire included as Exhibit B-2 A-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit B, executed by such counsel and addressed to the Purchasers; (viv) a certificate of the Secretary of the Company (Company, in the “Secretary’s Certificate”)form attached hereto as Exhibit C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and Agreement, including the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws bylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents this Agreement and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (viiv) a certificate evidencing the formation and good standing of the Company Chief Executive Officer or Chief Financial Officer of the Company, in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictionform attached hereto as Exhibit D, dated as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing , certifying to the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days fulfillment of the Closing Date; (ixconditions specified in Sections 5.1(a) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Dateand 5.1(b); and (xvi) a fully executed Registration Rights AgreementCertificate of Good Standing for the Company from the Louisiana Secretary of State as of a recent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) following its receipt of the Stock Certificates, its Subscription Amount, in United States U.S. dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to in accordance with the escrow account set forth on Exhibit C attached heretoCompany’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 A-1 and B-2 A-2 , respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Exhibit A to the Subscription Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto and in form satisfactory to Purchaser (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit A, executed by such counsel and addressed to the PurchasersCompany and Purchaser; (iv) legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇, dated as of the Closing Date and in the form attached hereto as Exhibit B, executed by such counsel and addressed to the Company and the Purchaser; (v) the Registration Rights Agreement, duly executed by the Company; and (vi) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vivii) the Compliance Certificate referred to in Section 5.1(g3(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date;; and (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued Escrow Agreement, duly executed by the Commonwealth of MassachusettsCompany and U.S. Bank National Association, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementescrow agent. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States U.S. dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to in accordance with the escrow account set forth on Exhibit C attached heretoCompany’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyto the Subscription Agreement.

Closing Deliveries. At the Closing, in addition to the payment by Purchaser of the Estimated Purchase Price and the payment by the Company of the Share Redemption Cash Consideration, if any, in each case pursuant to Section 2.5, (a) On or prior to the Closing, the Company Purchaser shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):delivered: (i1) to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Purchaser, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution, delivery and performance of this AgreementAgreement and the other Transaction Agreements to which Purchaser is a party; (2) to Seller, the certificates referenced in Sections 6.4(a)(1) and (b)(1); and (3) to Seller and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Purchaser and/or its Affiliates (other than the Company) is a party, duly executed by Purchaser and/or such Affiliates of Purchaser (other than the Company). (b) Seller shall deliver or cause to be delivered: (1) to Purchaser, a certificate or certificates evidencing all of the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer on the stock transfer books of the Company and with any requisite stock transfer Tax stamps properly affixed thereto; (ii2) facsimile copies of one to Purchaser, a certificate or more stock certificates, free and clear certificates evidencing the cancellation of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing of the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three Redeemed Shares; (3) Business Days of Closing; (iii) to Purchaser and Life Reinsurer, a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) certificate of the number Secretary, Assistant Secretary or other duly authorized officer of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company CounselSeller, dated as of the Closing Date, executed by such counsel and addressed as to the Purchasersresolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Seller is a party; (v4) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company (the “Secretary’s Certificate”)or any Affiliate of Seller that is a party to any Transaction Agreement, dated as of the Closing Date, (a) certifying as to the resolutions duly and validly adopted by the Board of Directors of the Company or a duly authorized committee thereof approving such Affiliate, as the transactions contemplated by case may be, evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Documents and Agreements to which the issuance of the Securities, (b) certifying the current versions of the certificate Company or articles of incorporationsuch Affiliate, as amendedthe case may be, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyis a party; (vi5) to Purchaser, an affidavit in a form reasonably satisfactory to Purchaser, stating under penalties of perjury its U.S. taxpayer identification number and that it is not a foreign person within the Compliance Certificate referred meaning of Section 1445(b)(2) of the Code; (6) to Purchaser, copies of the resignations referenced in Section 5.1(g6.3(a); (vii7) a certificate evidencing to Purchaser, the formation certificates referenced in Sections 6.2(a) and good standing (b); (8) to Life Reinsurer, the certificates referenced in Sections 6.2(a) and (b); (9) to Purchaser, the Books and Records of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Dateaccordance with Section 5.20; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of to Purchaser, the Closing Datereleases contemplated by Section 5.9(a); (ix11) to Purchaser, a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the each Assigned Pre-Closing DateConfidentiality Agreement in accordance with Section 5.1(e); and (x12) to Purchaser and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Seller and/or its Affiliates (including the Company) is a fully party, duly executed Registration Rights Agreementby Seller and/or such Affiliates (including the Company). (bc) On or prior to the Closing, each Purchaser Life Reinsurer shall deliver or cause to be delivered delivered: (1) to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Life Reinsurer, dated the Closing Date, as to the Company resolutions duly and validly adopted by the following (Board of Directors of Life Reinsurer evidencing its authorization of the “Purchaser Deliverables”):execution, delivery and performance of this Agreement and the other Transaction Agreements to which Life Reinsurer is or will be a party; (i2) this Agreementto Seller, the certificates referenced in Sections 6.4(a)(2) and (b)(2); and (3) to Purchaser and Seller, counterparts of each of the Transaction Agreements to which Life Reinsurer is or will be a party, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyLife Reinsurer.

Closing Deliveries. (a) On or prior to At the Closing, the Company Buyer shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser HD Supply (or one or more other Sellers designated by HD Supply) the following (the “Company Deliverables”):following: (i) this Agreementpayment, duly executed by wire transfer(s) to one or more bank accounts designated in writing by HD Supply (such designation to be made by HD Supply at least two (2) Business Days prior to the CompanyClosing Date), of an amount in immediately available Dollars equal to the Closing Purchase Price, less any deduction, exception, set off or withholding required under applicable Law; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in the certificate to be delivered pursuant to Section 4.1(b) hereof7.3(c), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrantcounterpart of the Transition Services Agreement substantially in the form attached as Exhibit 2.8(a)(iii) hereto (the “Transition Services Agreement”), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer); and (iv) a counterpart of (A) the Company Assignment and registered Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, substantially in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included form attached as Exhibit B-2 hereto2.8(a)(iv)(A) (the “Assignment Agreement and ▇▇▇▇ of Sale”), and (B) the General Conveyance and Assumption of Liabilities Agreement (for the Purchased Assets and the Assumed Liabilities located in Canada), substantially in the form attached as Exhibit 2.8(a)(iv)(B) (the “General Conveyance and Assumption of Liabilities Agreement”), each by and between the applicable Seller and Buyer (or one or more Affiliates of Buyer designated by Buyer), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer). (b) At the Closing, HD Supply shall deliver, or cause to be delivered, to Buyer the following: (i) the certificate to be delivered pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent Section 7.2(c); (50%ii) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) a counterpart of the number of Shares issuable to such PurchaserTransition Services Agreement duly executed by each Seller named as a party thereto; (iii) certificates evidencing the Purchased Company Equity Interests, rounded up to the nearest whole shareextent applicable, on the terms set forth thereinduly endorsed in blank or with stock or transfer powers duly executed in proper form for transfer, or other appropriate instrument of assignment and transfer; (iv) a legal opinion counterpart of Company Counsel(A) the Assignment Agreement and ▇▇▇▇ of Sale and (B) the General Conveyance and Assumption of Liabilities Agreement, dated duly executed by each Seller named as a party thereto, together with such other deeds of conveyance, bills of sale and other instruments as may be reasonably required by the Buyer to complete the transfer of the Closing Date, executed by such counsel Purchased Assets and addressed to the PurchasersAssumed Liabilities; (v) a certificate release, in a form mutually agreed upon by Buyer and Sellers, executed by Bank of America, N.A. (“BoA”) as administrative agent and collateral agent under the Secretary of the Company (the “Secretary’s Certificate”)Credit Agreement, dated as of April 12, 2012, by and among HD Supply, BoA and the Closing Datelenders from time parties thereto, (a) certifying with respect to the resolutions adopted by the Board of Directors guarantee obligations thereunder of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Purchased Companies and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companytheir Subsidiaries; (vi) a release, in a form mutually agreed upon by Buyer and Sellers, executed by General Electric Capital Corporation (“GECC”), as administrative agent and U.S. ABL collateral agent, and GE Canada Finance Holdings Company (“GECF”), as Canadian agent and Canadian collateral agent, under the Compliance Certificate referred ABL Credit Agreement, dated as of April 12, 2012, by and among HD Supply, HD Supply Canada, Inc., GECC, GECF and the lenders from time to in Section 5.1(g)time parties thereto, with respect to the guarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (special warranty deeds, or comparable office) instruments of such jurisdictiontransfer and assignment, as with respect to the Owned Real Property that is not currently owned by a Purchased Company or a Subsidiary of a date within five (5) Business Days Purchased Company transferring title to such Owned Real Property into a Purchased Company or a Subsidiary of the Closing Datea Purchased Company; (viii) a certificate evidencing lease assignment, sublease or comparable or necessary instruments of transfer and assignment and to the Company’s qualification as extent applicable, in a foreign corporation and good standing issued form acceptable for recording in the local land records office, with respect to the Transferred Leased Property that is not currently leased by the Commonwealth of Massachusetts, as a Purchased Company or a Subsidiary of a date within ten (10) Business Days of the Closing DatePurchased Company; (ix) a certified copy all appropriate releases and discharges releasing and terminating (i) Liens relating to the mortgage listed on Section 2.8(b)(ix) of the Certificate Seller Disclosure Schedules and (ii) any and all Liens on the Purchased Company Equity Interests or Purchased Assets which are in favor of IncorporationWilmington Trust, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing DateNational Association; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by certificate of non-foreign status from each Seller (or, if a Seller is disregarded as an entity separate from its owner for U.S. federal tax purposes, from such Purchaser; (ii) its Subscription AmountSeller’s owner), in United States dollars and in immediately available funds, substantially in the amount form of the sample certification set forth as in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, that if a Seller fails to deliver such certificate, Buyer shall be permitted to withhold from the “Purchase Price” indicated below consideration payable pursuant to this Agreement to such Purchaser’s name on Seller any amount required by Section 1445 of the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyCode.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issueParent will deliver, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this Agreementthe Deed, duly executed and acknowledged by the CompanySeller and in recordable form; (ii) facsimile copies the ▇▇▇▇ of one or more stock certificatesSale, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for duly executed by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingSeller; (iii) a Warrant, executed copies of all Seller’s Required Consents obtained by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (Parent or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinSeller ; (iv) a legal opinion the certificate of Company Counselincorporation, dated certificate of formation or similar formation document of each of Parent and Seller, certified as of a date not earlier than 15 days prior to the Closing Date, executed by the office of the Secretary of State of such counsel and addressed to the Purchasersentity’s organization; (v) a certificate of the Secretary of the Company good standing with respect to (the “Secretary’s Certificate”)A) Seller , dated as of a date not earlier than 20 days prior to the Closing Date, (a) certifying from the resolutions adopted by the Board of Directors office of the Company Secretary of State of such entity’s organization and from the office of Secretary of State of each state in which Seller is qualified or licensed to do business as a duly authorized committee thereof approving foreign limited liability company, and (B) Parent, dated as of a date not earlier than 20 days prior to the transactions contemplated by this Agreement and Closing Date, from the other Transaction Documents and the issuance office of the Securities, (b) certifying the current versions Secretary of the certificate or articles State of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companysuch entity’s organization; (vi) copies, certified on the Compliance Certificate referred Closing Date by the Secretary or Assistant Secretary of each of Parent and Seller of corporate or limited liability company resolutions, as applicable, authorizing the execution and delivery of this Agreement and each Ancillary Agreement to in Section 5.1(g)which Parent or Seller is a party, and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate evidencing dated the formation and good standing Closing Date of the Company in its jurisdiction of formation issued by the Secretary or Assistant Secretary of State (or comparable office) each of such jurisdiction, as of a date within five (5) Business Days Parent and Seller identifying the name and title and bearing the signatures of the Closing Daterespective officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Parent or Seller is a party; (viii) a certificate evidencing complete copy of the Company’s qualification Organizational Documents as a foreign corporation in effect on the Closing Date of each of Parent and good standing issued Seller, certified by the Commonwealth Secretary or Assistant Secretary of Massachusetts, as each of a date within ten (10) Business Days of the Closing Date;Parent and Seller; and (ix) a certified copy such other documents as Buyer may reasonably request to carry out the purposes of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights this Agreement. (b) On or prior to At the Closing, Buyer will issue to Cinergy Corp. in full satisfaction of the Purchase Price one or more promissory notes, each Purchaser shall deliver in substantially the form attached as Exhibit A to the Buyer’s Petition filed with the Indiana Utility Regulatory Commission in Cause No. 42311 on October 18, 2002. In addition, Buyer will deliver, or cause to be delivered delivered, to the Company the following (the “Purchaser Deliverables”):Seller: (i) this the Assumption Agreement, duly executed by such PurchaserBuyer; (ii) its Subscription Amountcopies of all Buyer’s Required Consents obtained by Buyer; (iii) the certificate of incorporation, in United States dollars and in immediately available fundscertificate of formation or similar formation document of Buyer , in certified as of a date not earlier than 20 days prior to the amount set forth as Closing Date, by the “Purchase Price” indicated below office of the Secretary of State of such Purchaserentity’s name organization; (iv) copies, certified on the applicable signature page hereto under Closing Date by the heading “Aggregate Purchase Price Secretary or Assistant Secretary of Buyer, of corporate resolutions authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby; (Subscription Amount)” v) a certificate dated the Closing Date of the Secretary or Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party; (vi) a complete copy of the Organizational Documents as in effect on the Closing Date of Buyer, certified by wire transfer to the escrow account set forth on Exhibit C attached heretoSecretary or Assistant Secretary of Buyer; and (iiivii) a fully completed and duly executed Accredited Investor Questionnaire, such other documents as Seller or Parent may reasonably satisfactory request to carry out the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelypurposes of this Agreement.

Closing Deliveries. (a) On or prior to the At Closing, the Company Parent shall issuepay or deliver, deliver or cause to be delivered paid or delivered, as the case may be, to each Purchaser the following (the “Company Deliverables”):Nightlife: (i) this Agreement, duly executed by an amount equal to the CompanyCash Payment; (ii) facsimile copies of one or more an original stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), certificate evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingConsideration; (iii) a Warrant, Transaction Documents duly executed by the Company and registered in the name of such Purchaser Acquiring Parties, as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein;applicable; and (iv) a legal opinion A certificate, in form and substance reasonably satisfactory to Nightlife, signed by an authorized officer of Company Counsel, dated as each of the Closing DateAcquiring Parties certifying the matters described in Section 7.1. (b) At the Closing, executed by such counsel the Transferor Parties shall deliver to Acquiror: (i) The Transferred Assets, including without limitation, copies of all books, records, files, and addressed documents of each Transferor relating to any of the Transferred Assets or otherwise related or necessary to the Purchaserscommercial exploitation of the Transferred Assets or the Business, and without limiting the foregoing, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation, with all electronic media to be delivered fully functioning; provided that if Acquiror waives the closing condition that a Required Consent be obtained for any Transferred Contract, such Transferred Contract shall not be assigned to Acquiror at the Closing, but shall instead be assigned at such time as the Required Consent is obtained; (vii) a certificate of Transaction Documents duly executed by the Secretary of the Company Transferor Parties, as applicable; (the “Secretary’s Certificate”)iii) A certificate, dated as of the Closing Datein form and substance reasonably satisfactory to Acquiror, (a) signed by each Transferor certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving matters described in Section 6.1; and (iv) All Required Consents set forth on Schedule 6.3, all Governmental Authorizations and all amendments to and/or waivers under Transferred Contracts set forth on Schedule 6.4 required to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company parties shall issue, deliver or cause to be delivered the following: (a) Each Contributor shall deliver to each Purchaser the following (Company the “Company Deliverables”):following: (i) a copy of the Contribution and Assumption Agreement, duly executed by such Contributor; (ii) an affidavit from such Contributor substantially in the form attached hereto as Exhibit G, duly executed by such Contributor; (iii) a copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit H (the “Registration Rights Agreement”), duly executed by such Contributor; (iv) with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a copy of the Stockholders Agreement substantially in the form attached hereto as Exhibit I (the “Stockholders Agreement”), duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as applicable; (v) any other documents that are in the possession of such Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Company or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Remaining Company Interests and effectuate the transactions contemplated hereby; and (vi) a certification regarding the accuracy in all material respects of the representations and warranties of the Contributors contained in this Agreement as of the Closing Date. (b) The Company shall deliver to each Contributor the following: (i) the Share Certificates or evidence of delivery of uncertificated Common Shares by book-entry and/or other evidence of the transfer of Common Shares to such Contributor; (ii) a copy of the Contribution and Assumption Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrantcopy of the Registration Rights Agreement, duly executed by the Company; and (iv) a certification regarding the accuracy in all material respects of the representations and warranties of the Company contained in this Agreement as of the Closing Date. (c) The Company shall deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ a copy of the Stockholders Agreement, duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementColumn. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company Sellers shall issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Seller Deliverables”): (i) this Agreement, The duly executed Assignment by the CompanySellers; (ii) facsimile copies The duly executed signature page of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed Registration Rights Agreement for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingSellers; (iii) a Warrant, A certificate executed by each Seller to the Company and registered effect that, except as otherwise stated in the name such certificate, each of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six Seller’s representations and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated warranties in this Agreement was accurate in all material respects as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate date of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, is accurate in all material respect as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viiiiv) a certificate evidencing the Company’s qualification as a foreign corporation The Amended and good standing issued Restated NP Operating Agreement executed by the Commonwealth each member of Massachusetts, as of a date within ten (10) Business Days of the Closing DateNP; (ixv) a certified copy of the Certificate of IncorporationThe Bogachev Indemnity, as certified executed by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; and (xvi) a fully executed Registration Rights Such other documents, certifications or evidence of the Sellers’ authority reasonably requested by the Purchaser or its counsel, as well as such other documents or instruments contemplated by this Agreement. (b) On or prior to At the Closing, each the Purchaser shall deliver or cause to be delivered to the Company Sellers the following (the “Purchaser Deliverables”): (i) this AgreementA certificate or certificates representing the shares of the Purchaser Common Stock issuable to the Sellers pursuant to Section 2.2(a), duly executed by provided, however, that the Purchaser’s delivery shall be subject to compliance with NASDAQ notification rules for insider issuances and such Purchasertime as is necessary for AST to issue such certificate(s); (ii) its Subscription Amount, in United States dollars and The balance of the Purchase Price in immediately available fundsfunds pursuant to Section 2.2(b); (iii) The duly executed acceptance of the Assignment by the Purchaser; (iv) The duly executed signature page of the Registration Rights Agreement for the Purchaser; (v) A certificate executed by the Purchaser to the effect that, except as otherwise stated in such certificate, each of the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on representations and warranties in this Agreement was accurate in all material respects as of the applicable date of this Agreement and is accurate in all material respects as of the Closing Date; (vi) A duly executed counterpart signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached heretoNP Operating Agreement for the Purchaser; and (iiivii) a fully completed and duly executed Accredited Investor QuestionnaireSuch other documents, certifications or evidence of the Purchaser’s authority reasonably satisfactory to requested by the CompanySellers or their counsel, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelywell as such other documents or instruments contemplated by this Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies a copy of the Company’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing the such number of Common Shares subscribed for by Purchaser hereunderset forth on such Investor’s signature page to this Agreement, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingInvestor; (iii) a WarrantWarrants, executed by the Company and registered issued in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoInvestor, pursuant to which such Purchaser Investor shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinon such Investor’s signature page to this Agreement; (iv) duly executed Transfer Agent Instructions acknowledged by the Company’s transfer agent; (v) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit C, executed by such counsel and addressed delivered to the PurchasersInvestors; (vvi) a certificate of the Secretary of the Company (the “Secretary’s Certificate”)Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, amended and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction Chief Executive Officer or Chief Financial Officer of formation issued by the Secretary of State (or comparable office) of such jurisdictionCompany, dated as of a date within five (5) Business Days of the Closing Date;, certifying to the fulfillment of the conditions specified in Section 5.1(a) and (b); and (viii) a certificate evidencing Lock-up Agreement, substantially in the Company’s qualification as a foreign corporation form of Exhibit F hereto (the “Lock-up Agreement”) executed by each of the officers and good standing issued by the Commonwealth of Massachusettsdirectors listed on Exhibit G hereto, as of a date within ten (10) Business Days of and each Lock-up Agreement shall be in full force and effect on the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, duly executed by such Purchaserthe Investor; (ii) its Subscription Amount, the purchase price set forth on such Investor’s signature page to this Agreement in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing to such Investor by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; and (iii) a fully completed and duly executed Accredited Investor Stock Certificate Questionnaire, reasonably satisfactory to the CompanyRegistration Statement Questionnaire, and Stock Investor Certificate Questionnaire in the forms attached hereto as Exhibits B-1 ▇-▇, ▇-▇ and B-2 B-3, respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, Sellers will deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this Agreement, a ▇▇▇▇ of sale in the form of Exhibit A (the “▇▇▇▇ of Sale”) duly executed by the CompanySellers; (ii) facsimile copies of one or more stock certificates, free an assignment and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered assumption agreement in the name form of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto B (the “Stock CertificatesAssignment and Assumption Agreement”), with ) duly executed by the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingSellers; (iii) a Warrant, an assignment of all patents and patent applications included in the Purchased Intellectual Property in the form of Exhibit C (the “Patent Assignment”) duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinSellers; (iv) an assignment of all software included in the Purchased Intellectual Property in the form of Exhibit D (the “Software Assignment”) duly executed by the Sellers; (v) a legal opinion of Company Counselcertificate, dated as of the Closing Date, duly executed by the Sellers confirming the satisfaction of the conditions specified in Sections 6.1(a) and 6.1(b); and (vi) such counsel other instruments of sale, transfer, conveyance and addressed assignment as the Purchaser reasonably requests for the purpose of consummating the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser will deliver or cause to be delivered to the PurchasersSellers: (i) the Closing Payment by wire transfer of immediately available funds in U.S. dollars to the account(s) specified by ConvaTec no later than two Business Days prior to the Closing Date; (vii) the Assignment and Assumption Agreement duly executed by the Purchaser; (iii) the ▇▇▇▇ of Sale, the Patent Assignment and the Software Assignment, if any, that call for a signature by the Purchaser, duly executed by the Purchaser; (iv) a certificate of the Secretary of the Company (the “Secretary’s Certificate”)certificate, dated as of the Closing Date, (a) certifying the resolutions adopted duly executed by the Board of Directors Purchaser confirming the satisfaction of the Company or a duly authorized committee thereof approving conditions specified in Sections 6.2(a) and 6.2(b); and (v) such other instruments of assumption as ConvaTec reasonably requests for the purpose of consummating the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company Purchaser shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser Seller the following (the “Company Deliverables”):following: (i) this Agreementpayment, duly executed by wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least three (3) business days prior to the CompanyClosing Date), of an amount in immediately available funds equal to the Purchase Price; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in the certificate to be delivered pursuant to Section 4.1(b) hereof7.3(c), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrantcounterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by the Company and registered in the name Purchaser or any of such Purchaser Purchaser’s Subsidiaries named as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereina party thereto; (iv) a legal opinion of Company Counsel, dated as counterpart of the Closing DateTrademark License Agreement, in substantially the form attached as Exhibit B hereto (the “Trademark License Agreement”), duly executed by such counsel and addressed to the PurchasersPurchaser; (v) a certificate counterpart of the Secretary of Intellectual Property License Agreement, in substantially the Company form attached as Exhibit C hereto (the “Secretary’s CertificateIntellectual Property License Agreement”), dated duly executed by Purchaser or any of Purchaser’s Subsidiaries named as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyparty thereto; (vi) a counterpart of the Compliance Certificate referred Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, by and among Seller, the other applicable members of the Seller Group party thereto and Purchaser (and, to the extent applicable, Purchaser’s Subsidiaries party thereto), in Section 5.1(gsubstantially the form attached as Exhibit D hereto (the “Assignment Agreement and ▇▇▇▇ of Sale”);, duly executed by Purchaser or any of Purchaser’s Subsidiaries named as a party thereto; and (vii) to the extent applicable, with respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, counterparts of each asset purchase agreement, ▇▇▇▇ of sale, certificate of title, deed, assignment or other agreement or instrument of transfer (in a certificate evidencing form that is consistent with the formation terms and good standing conditions of this Agreement, the Assignment Agreement and ▇▇▇▇ of Sale and otherwise customary in such jurisdiction) as the Parties mutually and reasonably agree are reasonably necessary or appropriate to effect the sale and transfer of the Company Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in its jurisdiction each case, duly executed by Purchaser or any of formation issued Purchaser’s Subsidiaries named as a party thereto (provided that no such Foreign Closing Document shall in any way modify, amend, or constitute a waiver of, any provision of this Agreement or include any additional representations or warranties, covenants or agreements except to the extent required by the Secretary Law of State (the applicable jurisdiction or comparable office) to the extent required to effectuate the conveyance or assignment of the applicable Purchased Asset in such jurisdiction, as and, in the event of any inconsistency between this Agreement and a date within five (5) Business Days of Foreign Closing Document, this Agreement will control to the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementextent permissible under applicable Law). (b) On or prior to At the Closing, each Purchaser Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser the Company the following (the “Purchaser Deliverables”):following: (i) this the certificate to be delivered pursuant to Section 7.2(d); (ii) a counterpart of the Transition Services Agreement, duly executed by such PurchaserSeller and each Subsidiary of Seller named as a party thereto; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and counterpart of the Trademark License Agreement, duly executed Accredited Investor Questionnaireby Seller; (iv) a counterpart of Intellectual Property License Agreement, reasonably satisfactory duly executed by Seller; (v) a counterpart of the Assignment Agreement and ▇▇▇▇ of Sale, duly executed by Seller and each Subsidiary of Seller named as a party thereto; (vi) to the Companyextent applicable, counterparts of the Foreign Closing Documents, duly executed by Seller or each Subsidiary of Seller named as a party thereto; and (vii) (A) from Seller and each Subsidiary of Seller that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate of non-foreign status, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) and (B) from each Subsidiary of Seller that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate to the effect that no such asset is a “United States real property interest.” (c) The assignment, transfer or conveyance of the Purchased Assets and the assumption of the Assumed Liabilities in non-U.S. jurisdictions contemplated hereunder will be effective as of the Closing. Notwithstanding anything herein to the contrary, to the extent that the transfer of any Purchased Assets and/or Assumed Liabilities in any particular non-U.S. jurisdiction cannot be completed at the Closing as a result of one or more Delayed Transfer Conditions not being satisfied at such time in such non-U.S. jurisdiction as of the Closing (including in respect of the Offer Employees in such jurisdiction) (and with respect to the Delayed Transfer Conditions set forth as item 1 or 3 on Annex 2.8, the satisfaction or waiver of which shall be determined by Purchaser in its reasonable discretion), the Parties shall delay the closing of the Transactions solely with respect to the transfer of the Purchased Assets and/or Assumed Liabilities located in such non-U.S. jurisdiction, the transfer of which are subject to such Delayed Transfer Conditions, until such Delayed Transfer Conditions have been satisfied (or waived by Purchaser with respect to the Delayed Transfer Conditions set forth as item 1 or 3 on Annex 2.8) in such jurisdiction (such jurisdiction, a “Delayed Transfer Jurisdiction” and such delayed closing, a “Delayed Transfer Closing”) and Seller shall use all reasonable best efforts to achieve the satisfaction of such requirements and to effect the Delayed Transfer Closing as soon as practicable following the Closing. For the avoidance of doubt, in the case of any Delayed Transfer Jurisdiction, the legal interest in and to such Purchased Assets shall not be conveyed, assigned, transferred or delivered to Purchaser, and Stock Certificate Questionnaire the Assumed Liabilities shall not be assumed by Purchaser, until the relevant Delayed Transfer Closing occurs. (d) To the extent applicable, from the Closing Date until the date on which any Purchased Assets in a Delayed Transfer Jurisdiction is transferred pursuant to a Foreign Closing Document, (i) Seller and its Subsidiaries shall hold and (to the extent that Purchaser or its designee is unable to operate such Purchased Assets in a Delayed Transfer Jurisdiction) operate such Purchased Assets in all material respects in the forms attached hereto ordinary course of business consistent with past practice, and subject to the instructions of the Purchaser and its affiliates to the extent such instructions relate to the Business or such Purchased Assets and do not require any action to be taken in violation of applicable Law, and such Purchased Assets shall be so held and operated for the sole benefit and sole detriment of Purchaser so that all benefits and detriments attributable to such Purchased Assets in such Delayed Transfer Jurisdiction inure from and after the Closing solely to Purchaser; and (ii) Purchaser shall indemnify and hold Seller, its applicable Subsidiaries and their respective affiliates harmless from and against all Liabilities actually incurred as Exhibits B-1 a result of Seller’s or any such Subsidiary’s or their respective affiliate’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets in such Delayed Transfer Jurisdiction (only to the extent that such Liabilities relate to the Business and B-2 are (or would be) Assumed Liabilities hereunder). (e) In the event any of the Delayed Transfer Conditions exist at the time of Closing with respect to the Purchased Assets or Assumed Liabilities in any jurisdiction (including in respect of the Offer Employees in such jurisdiction), respectivelythe Parties shall (subject to the limitations otherwise set forth in this Agreement) use their reasonable best efforts to promptly (i) make such filings and obtain any such required consents or approvals, (ii) resolve any such prohibitions under applicable Law, (iii) cause the expiration of any such mandatory waiting periods and (iv) complete any such required notifications or consultations in each case as is necessary for the Parties to resolve the applicable Delayed Transfer Condition so that such Delayed Transfer Condition shall no longer apply, and promptly execute, or cause to be executed, the applicable Foreign Closing Document and transfer of the related Purchased Assets and Assumed Liabilities, including the Offer Employees in such jurisdiction. Notwithstanding anything herein to the contrary, neither Party shall have any obligation to agree to or offer any payments, fees or concessions or any amendments to this Agreement or any other Transaction Documents.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver (or cause to be delivered delivered) to each Purchaser the following (the “Company Deliverables”):Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) this Agreementa copy of the Register of Members of the Company, duly executed certified by the registered agent of the Company, updated to reflect the subscription of the Subscription Shares by each of the Investors; (ii) facsimile copies a copy of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered duly executed share certificate issued in the name of such Purchaser as set forth on Investor representing the Stock Certificate Questionnaire included as Exhibit B-2 hereto (Subscription Shares being issued to the “Stock Certificates”)Investor at the Closing, with the original Stock Certificates sent (duly executed for and on behalf of the Company) to be delivered to the Purchasers Investors within three ten (310) Business Days of after the Closing; (iii) a Warrant, executed by copy of the Register of Directors of the Company and registered in evidencing the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) appointment of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinInvestor Director; (iv) a legal opinion of Company Counsel, dated as copy of the Closing Date, executed by such counsel Memorandum and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions Articles duly adopted by the Company’s Board of Directors and shareholders in the form attached hereto as Exhibit A, with evidence of the Company or a duly authorized committee thereof approving filing of such adopted Memorandum and Articles with the transactions contemplated by this Agreement and Registrar of Companies in the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as Cayman Islands to be delivered to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date Investors within ten (10) Business Days of after the Closing DateClosing; (ixv) a certified copy of the Certificate of Incorporation, as certified Investors’ Rights Agreement duly executed by the Secretary of State Company, the Founder Parties and the Angel Investor Parties in the form attached hereto as Exhibit C; (vi) a copy of the State of Delaware, Director Indemnification Agreement duly executed by the Company in the form attached hereto as of a date within ten (10) Business Days of the Closing DateExhibit D; and (xvii) a fully certificate duly executed Registration Rights Agreement. by one director of the Company (a) stating that the conditions specified in Section 5 have been fulfilled as of the Closing and (b) On or prior to attaching thereto copies of all resolutions that shall approve the Closingtransactions contemplated under the Transaction Documents, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): including without limitation, (i) this Agreementthe adoption of the Memorandum and Articles in the form attached hereto as Exhibit A, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, the adoption of the Investors’ Rights Agreement in the amount set forth form attached hereto as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and C, and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire adoption of the Director Indemnification Agreement in the forms form attached hereto as Exhibits B-1 and B-2 , respectively.Exhibit D.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”): (i) this a single certificate representing that number of aggregate Shares to be issued and sold at Closing to such Investor, determined under Section 2.1(a), registered in the name of such Investor; (ii) the Closing Escrow Agreement, duly executed by the Company and the Escrow Agent; (iii) the Holdback Escrow Agreement, duly executed by the Company and the Escrow Agent; (iv) the Make Good Escrow Agreement, duly executed by the Company and the Escrow Agent; (v) the legal opinion of Company U.S. Counsel, in agreed form, addressed to the Investors; (vi) the legal opinion of special PRC counsel to WOFE, in agreed form, addressed to the Investors; (vii) the Registration Rights Agreement, duly executed by the Company; (iiviii) facsimile copies of one or more stock certificatesthe Lockup Agreement, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementeach party thereto. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (collectively, the “Purchaser Investors Deliverables”): (i) this to the Company, the Closing Escrow Agreement, duly executed by such PurchaserInvestor; (ii) to the Company, the Holdback Escrow Agreement, duly executed by such Investor; (iii) to the Company, the Registration Rights Agreement, duly executed by such Investor; and (iv) to the Company, the Make Good Escrow Agreement, duly executed by such Investor. (c) Within one Business Day following the date of this Agreement, each Investor shall cause to be delivered to the Escrow Agent, its Subscription Investment Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated for such purpose in accordance with the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to terms of the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyClosing Escrow Agreement.

Closing Deliveries. (a) On At or prior to the Closing, the Company Sellers shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this Agreement, duly executed by the CompanyPurchased Assets; (ii) facsimile copies of one evidence that the Sellers have, at the Sellers’ expense and without cost or more stock certificatesother adverse consequence to the Buyer, free sent all notices, made all filings and clear of obtained all restrictive and other legends Consents (except as provided for Consents under Third Party Agreements) and Orders required in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), connection with the original Stock Certificates sent to execution and delivery of this Agreement or the Purchasers within three (3) Business Days consummation of Closingthe transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a Warrantparty, dated the Closing Date and duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinSeller; (iv) a legal opinion of Company Counsel, dated as evidence of the Closing Dateacceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, executed including each of the individuals named by such counsel the Buyer in writing and addressed delivered to the PurchasersSellers on or prior to the date hereof; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted restrictive covenant and work made for hire agreements executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement each Transferred Employee in form and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as substance reasonably satisfactory to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyBuyer; (vi) an opinion of counsel to the Compliance Certificate referred to Sellers, dated the Closing Date, substantially in Section 5.1(g)the form of Exhibit A; (vii) a certificate evidencing dated the formation and good standing Closing Date executed by the President or other authorized officer of each Seller certifying as to the satisfaction of each of the Company conditions set forth in its jurisdiction Article VI substantially in the form of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing DateExhibit B; (viii) a certificate evidencing dated the Company’s qualification Closing Date executed by the Secretary of each Seller certifying as a foreign corporation to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit C; (ix) good standing issued by the Commonwealth of Massachusetts, as of a date certificates for each Seller dated within ten (10) Business Days of days prior to the Closing DateDate from its jurisdiction of organization; (ixx) a certified copy evidence of the Certificate release of Incorporation, as certified all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing DateSellers pursuant to Section 6.3; and (xxii) a such other agreements, certificates, instruments and documents as the Buyer may reasonably request in order to fully executed Registration Rights consummate the transactions contemplated by and carry out the purposes and intent of this Agreement. (b) On At or prior to the Closing, each Purchaser the Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Sellers: (i) this Agreement, duly executed the Closing Payment by such Purchaserwire transfer to the Sellers’ Account; (ii) its Subscription Amountall Ancillary Agreements to which the Buyer is a party, in United States dollars dated the Closing Date and in immediately available funds, in duly executed by the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; andBuyer; (iii) a fully completed and duly certificate dated the Closing Date executed Accredited Investor Questionnaire, reasonably satisfactory by the President or other authorized officer of the Buyer certifying as to the Company, and Stock Certificate Questionnaire satisfaction of each of the conditions set forth in Article VII substantially in the forms attached hereto form of Exhibit D; (iv) a certificate dated the Closing Date executed by the Secretary of the Buyer certifying as Exhibits B-1 to the director, stockholder and B-2 other resolutions authorizing the Transaction Documents substantially in the form of Exhibit E; and (v) such other agreements, respectivelycertificates, instruments and documents as the Sellers may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies a certificate or evidence of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunderbook-entry notation, registered in the name of such Purchaser as set forth on or its designated nominee, representing the Stock Certificate Questionnaire included as Exhibit B-2 hereto (Shares to be issued and delivered to Purchaser directly or to Purchaser’s designated broker-dealer account, against payment in full by Purchaser of the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingSubscription Amount; (iiiii) a Warrantcertificate, duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) an officer of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company CounselCompany, dated as of the Closing Date, executed by such counsel and addressed to Date certifying that the Purchasersconditions specified in Section 4.1 have been fulfilled; (viii) a certificate of the Secretary of State of the Commonwealth of Pennsylvania, dated not more than five business days prior to the Closing Date certifying that the Company is in good standing; (the “Secretary’s Certificate”), dated as iv) a certificate of the Closing DateSecretary or Assistant Secretary of the Company, certifying as to (1) the Company’s charter documents, (a2) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof Independent Committee and the Company’s board of directors authorizing and approving the issuance of the Shares and other transactions contemplated by this Agreement Agreement, and (3) the other Transaction Documents and the issuance incumbency of the Securitiesofficer authorized to execute this Agreement, setting forth the name and title and bearing the signatures of such officer; (bv) certifying the current versions an executed copy of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyRegistration Rights Agreement; (vi) an executed copy of the Compliance Certificate referred Additional Listing Application to in Section 5.1(g);be submitted to the NYSE MKT for the listing of the Shares on the NYSE MKT; and (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictioncross-receipt, as of a date within five (5) Business Days of dated the Closing Date; (viii) a certificate evidencing , executed by the Company’s qualification as a foreign corporation and good standing issued , to the effect that the Company has received the Subscription Amount for the Shares purchased by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementPurchaser. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, duly executed the Subscription Amount by such wire transfer of immediately available funds to an account designated by the Company in writing at least two business days prior to the Closing by the Company to Purchaser; (ii) its Subscription Amounta certificate, duly executed by Purchaser, dated as of the Closing Date, certifying that the conditions specified in United States dollars and in immediately available funds, in Section 3.1 have been fulfilled; (iii) an executed copy of the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached heretoRegistration Rights Agreement; and (iiiiv) a fully completed and duly cross-receipt, dated the Closing Date, executed Accredited Investor Questionnaire, reasonably satisfactory by Purchaser to the Company, and Stock Certificate Questionnaire in effect that Purchaser has received the forms attached hereto as Exhibits B-1 and B-2 , respectivelyShares purchased by Purchaser hereunder.

Closing Deliveries. (a) On or prior to the At Closing, the Company shall issuePurchaser shall: (i) deliver, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”): (i) this AgreementSeller, duly executed by instruments of transfer of such Seller’s Proportional Share of the Company;Consideration Shares in favor of such Seller; and (ii) facsimile copies of one deliver, or more stock certificatescause to be delivered, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof)to each Seller, evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a written legal opinion of Company Counsel▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by such counsel and addressed the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the PurchasersAcquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of the Secretary incumbency dated as of the Company Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the “Secretary’s Certificate”)written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, (a) certifying in the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to form set forth in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing DateExhibit D; (viii) a certificate evidencing the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company’s qualification , addressed to Purchaser dated as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date, in the form set forth in Exhibit E; (ix) a certified copy the minutes of the Certificate of Incorporation, as certified by the Secretary of State board meetings of the State Company resolving that: (1) the instruments of Delaware, as of a date within ten transfer referred to in paragraph (10i) Business Days above shall be approved for; (2) the resignation of the Closing Datedirectors of the Company referred to in paragraphs (v) shall be accepted; and (3) such persons as Purchaser may nominate shall be appointed as the new directors of the Company; and (x) a fully executed Registration Rights Agreement. the complete set of company seals and chops (bincluding common chop, chops for contractual purpose, financial chops, legal representative chops) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to and business licenses of the Company and the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyCompany Subsidiaries.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this This Agreement, duly executed by the Company; (ii) facsimile copies of one One or more stock certificates, free and clear of all restrictive and other containing the legends (except as provided in Section 4.1(b) hereof), evidencing a number of Shares indicated below such Purchaser’s name on the Shares subscribed for by Purchaser hereundersignature page of this Agreement, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingPurchaser; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated in the form attached hereto as of the Closing DateExhibit C, executed by such counsel and addressed to the PurchasersPurchasers and the Placement Agent; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the certificate or articles of incorporation, as amended, amended and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;; and (vivii) the Compliance Certificate referred to in Section 5.1(g5.1(h); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this This Agreement, duly executed by such Purchaser; (ii) its Its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account Company for such purpose, as set forth on Exhibit C E attached hereto; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Securityholder Notice and Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (iiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificatescertificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, free and clear then facsimile or “.pdf” copies of all restrictive and other legends (except as provided in Section 4.1(b) hereofsuch certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Preferred Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate Investor Questionnaire included as Exhibit B-2 hereto D, hereto, (the “Stock Certificates”)) (or, with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Preferred Shares registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinInvestor Questionnaire); (iviii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit E, executed by such counsel and addressed to the Purchasers; (iv) the Registration Rights Agreement duly executed by the Company; (v) a certificate of the Secretary of the Company Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (“Board of Directors”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws bylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing Certificate of Good Standing for the Company in its jurisdiction of formation issued by from the California Secretary of State (or comparable office) of such jurisdictionState, as of a date within five (5) Business Days of the Closing Date;recent date; and (viii) a certificate evidencing Certificate of Good Standing for the Company’s qualification as a foreign corporation and good standing issued by Bank from the Commonwealth of MassachusettsDFI, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementrecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States U.S. dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to in accordance with the escrow account set forth on Exhibit C attached heretoCompany’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iiiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire Company in the forms form attached hereto as Exhibits B-1 and B-2 , respectively.Exhibit D.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear certificates evidencing that number of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing Shares indicated on Schedule A hereto under the Shares subscribed for by Purchaser hereunderheading “Shares”, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingPurchaser; (iiiii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoPurchaser, pursuant to which such Purchaser shall have the right to acquire such that number of shares of Common Stock indicated on Schedule A hereto under the heading “Warrant Shares equal to fifty percent Shares”; (50%iii) (evidence that the Certificate of Designations has been filed and become effective on or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up prior to the nearest whole shareClosing Date with the Secretary of State of Nevada, on in form and substance mutually agreed to by the terms set forth thereinparties; (iv) a the legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit E, executed by such counsel and addressed delivered to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted Registration Rights Agreement duly executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) duly executed Transfer Agent Instructions delivered to the Compliance Certificate referred to in Section 5.1(g);Company’s transfer agent; and (vii) any other documents reasonably requested by a certificate evidencing Purchaser or counsel to any Purchaser in connection with the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementClosing. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, duly executed by the purchase price set forth opposite such Purchaser; (ii) its Subscription Amount’s name on Schedule A hereto under the heading “Purchase Price”, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; and (iiiii) a fully completed and the Registration Rights Agreement duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyby such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Parent the following (the “Company Deliverables”):following: (i) this Agreement, duly the executed by Written Consent of the CompanyCompany Stockholders; (ii) facsimile evidence of delivery of Letters of Transmittal to the Company Stockholders, as well as copies of one or more stock certificatesany executed Letters of Transmittal, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “together with Stock Certificates”), with that the original Stock Certificates sent Company received prior to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinEstimated Closing Statement; (iv) the executed Certificate of Merger to be delivered to the Secretary of State of the State of Delaware for filing; (v) written resignations, effective as of the Closing Date, of the officers and directors of the Company; (vi) a legal opinion certificate of Company Counselthe Secretary or an Assistant Secretary (or equivalent officer) of the Company, dated as of the Closing Date, executed certifying (A) that attached thereto is the certificate of incorporation of the Company, as amended through the Closing Date, (B) that attached thereto are the by-laws of the Company, as amended through the Closing Date, (C) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such counsel resolutions are in full force and addressed effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (D) the names and signatures of the officers of the Company authorized to sign this Agreement, the PurchasersAncillary Documents and the other documents to be delivered hereunder and thereunder; (vvii) all authorizations, consents and approvals necessary to consummate the transactions contemplated hereby; (viii) an executed affidavit, dated not more than thirty (30) days prior to the Closing Date, in accordance with Code section 1445(b)(3) and Treasury Regulation section 1.1445-2, which statement certifies that the Company is not a United States real property holding corporation; and (ix) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as reasonably requested by Parent. (b) At the Closing, Parent shall deliver to the Company the following: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company (the “Secretary’s Certificate”)Parent and Merger Sub, dated as of the Closing Date, certifying that (aA) certifying attached thereto are true and complete copies of the resolutions adopted by the Parent Board and Special Committee authorizing the execution, delivery and performance of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Ancillary Documents and the issuance consummation of the Securitiestransactions contemplated hereby and thereby, (bB) attached thereto are true and complete copies of the resolutions adopted by the board of directors of Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the current versions names and signatures of the certificate or articles officers of incorporationParent and Merger Sub authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (iii) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as amended, and by-laws of reasonably requested by the Company and Company. (c) certifying as At the Closing, Parent shall deliver to the signatures and authority of persons signing Stockholders’ Representative the Transaction Documents and related documents on behalf of the Company;following: (vii) wire transfers of immediately available funds equal to the Compliance Certificate referred Closing Payment to an account and in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued accordance with instructions delivered to Parent by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of Stockholders’ Representative prior to the Closing Date; and (xii) a fully executed Registration Rights Agreement. (b) On or wire transfers of immediately available funds equal to the Stockholders’ Representative Expense Amount and in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyClosing Date.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor that is purchasing Company Shares the following (the “Company Deliverables”): (i) this Agreement, duly executed a stock certificate representing such number of Company Shares equal to the portion of such Investor’s Investment Amount invested at the Closing divided by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunderPer Share Purchase Price, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingInvestor; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (viiii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation and Old HW, issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth State of MassachusettsDelaware, each as of a date within ten (10) Business Days days of the Closing Date; (ixiii) a certified copy of (i) the Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) and (ii) the Certificate of Incorporation, as amended, of Old HW, each as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days days of the Closing Date; (iv) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company’s board of directors in a form reasonably acceptable to such Investor, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing; (v) the Investors’ Rights Agreement and any other Transaction Documents which the Company is required to execute hereunder, duly executed by the Company; (vi) the legal opinion of Company Counsel in substantially the form previously provided to the Investors, addressed to the Investor; (vii) the certificates set forth in Section 5.1 of this Agreement; and (xviii) a fully executed Registration Rights Agreementsuch other documents relating to the transactions contemplated by this Agreement as such Investor or its counsel may reasonably request. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) this the portion of its Investment Amount invested at the Closing, in United States dollars, by wire transfer of immediately available funds to an account designated in writing by the Company for such purpose attached hereto at Exhibit C. (ii) the Investors’ Rights Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyInvestor.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) evidence that the Certificate of Designations has been filed and become effective on or prior to the Closing Date with the Secretary of State of the State of Delaware; (ii) the legal opinion of Company Counsel, customary in form and substance and reasonably acceptable to the Purchasers and their respective counsel, executed by such counsel; (iii) a certificate dated as of the Closing Date and signed by the chief executive officer of the Company certifying as to the fulfillment of each of the conditions set forth in Section 5.1; (iv) a letter addressed to each of the Purchasers from (i) Company Counsel and (ii) counsel to the initial purchasers for the Company’s issuance of new senior notes, pursuant to which the Purchasers are expressly permitted to rely on the negative assurance letters delivered by such counsel in connection with the Offering Memorandum; and (v) any other document reasonably requested by the Purchasers or counsel to the Purchasers. (b) In addition, at the Closing, the Company shall deliver or cause to be delivered to each Initial Purchaser the following: (i) certificates representing the number of the Shares indicated below each Initial Purchaser’s name on the signature page of this AgreementAgreement under the heading “Shares,” registered in the name of each corresponding Initial Purchaser. (c) In addition, at the Closing, the Company shall deliver or cause to be delivered to the Subsequent Purchaser the following: (i) the letter agreement in the form of Exhibit C (the “Board Rights Letter”), duly executed by the Company; (ii) facsimile copies the letter agreement in the form of one or more stock certificates, free and clear of all restrictive and other legends Exhibit E (except as provided in Section 4.1(b) hereofthe “Management Rights Letter”), evidencing duly executed by the Company; (iii) the Registration Rights Agreement, duly executed by the Company; and (iv) certificates representing the number of the Shares subscribed for by Purchaser hereunder, indicated below the Subsequent Purchaser’s name on the signature page of this Agreement under the heading “Shares,” registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Subsequent Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (bd) On or prior to At the Closing, each Initial Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): following: (i) the purchase price indicated below such Initial Purchaser’s name on the signature page of this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, Agreement under the heading “Purchase Price,” in United States dollars U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the amount set forth as Company for such purpose; (ii) each Transaction Document to which such Initial Purchaser is a signatory, duly executed by such Initial Purchaser and (iii) upon consummation of the “Purchase Price” sale of the Shares to the Subsequent Purchaser, the certificates delivered pursuant to Section 2.2(b)(i) above. (e) At the Closing, the Subsequent Purchaser shall deliver or cause to be delivered: (i) to the Initial Purchasers, the purchase price indicated below such the Subsequent Purchaser’s name on the applicable signature page hereto of this Agreement under the heading “Aggregate Purchase Price (Subscription Amount)Price,” in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoInitial Purchasers for such purpose; and and (iiiii) to the Company and the Initial Purchasers, each Transaction Document to which the Subsequent Purchaser and such other Person is a fully completed and signatory, duly executed Accredited Investor Questionnaire, reasonably satisfactory to by the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelySubsequent Purchaser.

Closing Deliveries. Subject to the terms and conditions hereof, at the Closing: (a) On the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (iic) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent Buyer shall deliver to the Purchasers within three (3) Business Days Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (iiid) a Warrant, executed by the Company closing certificates and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, other documents required to be delivered pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinthis Agreement will be exchanged; (ive) a legal opinion the Seller shall deliver to the Buyer copies of Company Counsel, dated as resolutions of the Closing Date, executed Seller and Berwind certified by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company Seller and Berwind, respectively, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) the “Secretary’s Certificate”), dated as Buyer shall deliver to the Seller copies of the Closing Date, (a) certifying the resolutions adopted by of the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as Buyer certified by the Secretary of State the Buyer, authorizing the execution, delivery and performance of this Agreement and the State of Delaware, as of a date within ten (10) Business Days of the Closing Datetransactions contemplated hereby; and (xg) a fully executed Registration Rights Agreement. (b) On or prior the Seller shall deliver to the Closing, each Purchaser shall deliver or cause to be delivered to Buyer documents evidencing the Company termination of the following (the “Purchaser Deliverables”): agreements and delivery of documents described in Section 3.2(h) and (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, Seller will deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this Agreement, duly executed by written resolutions or copies of the Companyminutes of the meeting of the Board of Directors of each of the Company and the Seller approving the transfer of the Shares; (ii) facsimile copies of one a certificate or more certificates representing the Shares, duly endorsed or accompanied by a stock certificatespower duly endorsed in blank and with all required stock transfer tax stamps affixed, free together with such other documents and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered instruments necessary to vest in the name Purchaser all of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”)Seller’s right, with the original Stock Certificates sent title and interest in and to the Purchasers within three (3) Business Days of ClosingShares; (iii) a Warrant, executed short form acceptance letter signed by the Company and registered in approving the name transfer of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinits shares; (iv) a legal opinion of Company Counselcertificate, dated as of the Closing Date, executed by such counsel the Seller confirming the satisfaction of the conditions specified in Section 6.2(a) and addressed to the PurchasersSection 6.2(b); (v) the Ancillary Agreements to which the Seller or its Affiliates are a certificate party, duly executed by the Seller or the applicable Affiliate of the Secretary Seller; and (vi) resignations effective as of the Closing Date of each director and officer of each Acquired Company as the Purchaser may have requested in writing within ten (10) Business Days prior to the “Secretary’s Certificate”)Closing Date. (b) At the Closing, the Purchaser will deliver or cause to be delivered to the Seller: (i) the Closing Date Payment by wire transfer of immediately available funds in US Dollars to the account or accounts specified by the Seller; (ii) a certificate, dated as of the Closing Date, (a) certifying the resolutions adopted executed by the Board of Directors Purchaser confirming the satisfaction of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to conditions specified in Section 5.1(g6.3(a) and Section 6.3(b); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) the Ancillary Agreements to which the Purchaser or its Affiliates are a fully completed and duly party executed Accredited Investor Questionnaire, reasonably satisfactory to by the Company, and Stock Certificate Questionnaire in Purchaser or the forms attached hereto as Exhibits B-1 and B-2 , respectivelyapplicable Affiliate of the Purchaser.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each the Purchaser originally signed copies of the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificatesthe Rights Agreement, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing duly executed by the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingCompany; (iii) a Warrantthe ▇▇▇ Waiver, duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Existing Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Closing Date, executed by such counsel and addressed to the PurchasersTransfer Agent; (v) a certificate of the Secretary of the Company (the “SecretaryOfficer’s Certificate”), dated as of the Closing Date, in substantially the form of Exhibit D, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the certificate or articles Certificate of incorporationIncorporation, as amended, and by-laws bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, and (d) certifying good standing certificates with respect to the Company from the Secretary of State of the State of Delaware, dated as of a recent date before the Closing Date; (vi) the Compliance Certificate referred to in Section 5.1(g);; and (vii) a certificate evidencing legal opinion of Company Counsel, in the formation and good standing form of Exhibit F hereto, executed by the Company in its jurisdiction of formation issued by Counsel and delivered to the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementPurchaser. (b) On or prior to the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such the Purchaser; (ii) its the Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” funds by wire transfer to the escrow Company’s account set forth on Exhibit C attached heretoas previously provided to the Purchaser; (iii) the Rights Agreement, duly executed by the Purchaser; and (iiiiv) a fully completed and duly Lock-Up Agreement, substantially in the form of Exhibit G hereto (the “Lock-Up Agreement”) executed Accredited Investor Questionnaire, reasonably satisfactory to by the CompanyPurchaser, and Stock Certificate Questionnaire such Lock-Up Agreement shall be in full force and effect on the forms attached hereto as Exhibits B-1 and B-2 , respectivelyClosing Date.

Closing Deliveries. (a) On or prior to Except as otherwise indicated below, at the Closing, the Company Seller shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):to Purchaser: (i) this Agreementeach of the Ancillary Agreements to which Seller is a party, duly validly executed by the Company;a duly authorized officer of Seller. (ii) facsimile copies a certificate, executed by an officer of one or more stock certificatesSeller and dated the Closing Date, free and clear confirming on behalf of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing Seller that the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as conditions set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”)in Sections 7.2.1, with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing7.2.2 and 7.2.3 have been satisfied; (iii) a Warrant, executed by the Company and registered in the name copies of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinall Seller Third Party Consents; (iv) copies of all Seller FDA Letters; (v) the Purchased Contracts; (vi) all other Purchased Assets; provided, that (A) with respect to tangible Purchased Assets, delivery shall, unless the Parties otherwise mutually agree, be in accordance with the Transition Services Agreement and to a legal opinion place within the continental United States specified by Purchaser by notice to Seller at a time prior to or after the Closing as the Parties mutually agree; and (B) Seller may retain one copy of Company Counselthe Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Purchaser, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); and (vii) a non-foreign affidavit of Seller dated as of the Closing Date, executed by such counsel sworn under penalty of perjury and addressed in the form and substance required under Treasury Regulations issued pursuant to the Purchasers; (v) a certificate Section 1445 of the Secretary Code certifying that Seller is not a “foreign person” as defined in Section 1445 of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementCode. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):to Seller: (i) this Agreementeach of the Ancillary Agreements to which Purchaser is a party, duly validly executed by such a duly authorized officer of Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; andStock Consideration; (iii) a fully completed certificate, executed by an officer of Purchaser and duly executed Accredited Investor Questionnairedated the Closing Date, confirming on behalf of Purchaser that the conditions set forth in Sections 7.3.1 and 7.3.2 have been satisfied; (iv) an agent for services of process letter from Purchaser, in form and substance reasonably satisfactory to requested by Seller covering this Agreement, the CompanyPromissory Note, the Security Agreement, the Guaranty and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyAncillary Agreements; and (v) copies of all Purchaser FDA Letters.

Closing Deliveries. (a) On At or prior to the before Closing, the Company Contributor shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser Company the following (the “Company Deliverables”):items for each Property, if applicable: (i) a Rent Roll dated as of five (5) days of the date hereof. (ii) an executed and acknowledged counterpart of that certain Tax Protection Agreement substantially in the form attached hereto as Exhibit “A” (“Tax Protection Agreement”), dated the date hereof; (iii) executed and acknowledged counterparts of those certain management agreements substantially in the form attached hereto as Exhibit “B” (collectively, the “Management Agreement”), dated the date hereof; (iv) an executed and acknowledged counterpart of that certain OP Unit Purchase Agreement substantially in the form attached hereto as Exhibit “C” (the “OP Unit Purchase Agreement”); (v) executed and acknowledged counterparts of the Accredited Investor Questionnaire in the form attached hereto as Exhibit “D”; (vi) documents conveying all of Contributor’s interest in each of the Entities to Company; and (vii) such other documents as may be specifically required under this Agreement, duly executed by and such other customary documents as shall be necessary and appropriate to effect the CompanyClosing. (b) At or before Closing, Company shall deliver to Contributor the following items for each Property, if applicable: (i) the Contribution Consideration; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name a duly executed counterpart of such Purchaser disclosures and reports as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), are required of Company by applicable state and local law in connection with the original Stock Certificates sent to conveyance of the Purchasers within three (3) Business Days of ClosingProperty; (iii) a Warrantthe Tax Protection Agreement, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinREIT; (iv) a legal opinion of Company Counsel, dated as duly executed counterparts of the Closing Date, executed by such counsel and addressed to the PurchasersManagement Agreement; (v) a certificate an executed and acknowledged counterpart of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyOP Unit Purchase Agreement; (vi) an assumption of the Compliance Certificate referred to Existing Loans in Section 5.1(g);the form or forms required by the Existing Lenders; and (vii) a certificate evidencing such other documents as may be specifically required under this Agreement, and such other customary documents as shall be necessary and appropriate to effect the formation and good standing Closing. (c) If not previously provided to Company, Contributor shall deliver to Company originals of the Company Leases (if originals are in its jurisdiction of formation issued by the Secretary of State (Contributor’s possession or comparable officecontrol) of such jurisdiction, as of a date within five (5) Business Days of promptly following the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (bd) On or prior The form documents attached as exhibits to this Agreement are deemed acceptable to Company and Contributor. Company and Contributor shall each deposit such other instruments as are reasonably required to consummate the Closing, each Purchaser shall deliver or cause to be delivered to contribution of the Company Properties in accordance with the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyterms hereof.

Closing Deliveries. (a) On or prior to the Closing, Closing with respect to the Purchasers listed on Annex A hereto the Company shall issue, deliver or cause to be delivered to each such Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) unless alternative arrangements are agreed to with a particular Purchaser, facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 C-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers delivered within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) 100% of the number of Shares issuable to purchased by such Purchaser, rounded up to Purchaser on the nearest whole shareClosing Date, on the terms set forth therein; (iv) a legal opinion of Company Counselthe Registration Rights Agreement, dated as of the Closing Date, duly executed by such counsel and addressed to the PurchasersCompany; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a certificate of the Secretary of the Company (the “SecretaryOfficer’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesSecurities and the reservation for issuance of the Warrant Shares, (b) certifying the current versions of the certificate or articles Certificate of incorporationIncorporation, as amended, and by-laws bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E and (d) certifying good standing certificates with respect to the Company and its Subsidiary World Hearts Inc. from the Secretary of State of the State of Delaware, dated a recent date before the Closing Date; (vivii) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, Closing with respect to the Purchasers listed on Annex A hereto each such Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Aggregate Purchase PricePrice (Subscription Amount)” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow Company’s account set forth on Exhibit C as previously provided to the Purchasers; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached heretoas Annex B to the Registration Rights Agreement; and (iiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 C-1 and B-2 C-2, respectively.

Closing Deliveries. At the Closing: (a) On or prior Seller shall execute and deliver to Purchaser a stock power duly endorsed in blank and the original stock certificate for the Shares, and such other assignments and other instruments of transfer and conveyance, in form and substance reasonably satisfactory to Purchaser’s counsel, as shall be effective, together with the Approval Order, to vest in Purchaser as of the Closing Date good title, free and clear, in accordance with the terms of the Approval Order, of any Claims and Encumbrances to the ClosingShares as provided herein and in the Approval Order; (b) In addition to the foregoing, there shall be executed and delivered at the Company shall issue, deliver or cause to be delivered to each Purchaser Closing the following (the “Company Deliverables”):following: (i) this Agreementby Seller to Purchaser, duly executed a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that the representations and warranties of Seller contained in Section 4.2 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the Companyterms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (ii) facsimile copies by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer attaching (A) a certified copy of one or more stock certificatesthe resolutions of the Board of Directors of Seller authorizing the execution, free delivery and clear performance of this Agreement and all restrictive documents associated herewith; and other legends (except as provided in Section 4.1(bB) hereof), evidencing a certified copy of the Shares subscribed for by Purchaser hereunder, registered in the name organizational documents of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingSeller and all amendments thereto; (iii) by Purchaser to Seller, a Warrantcertificate, executed dated the Closing Date and signed by Purchaser’s President or Chief Executive Officer, certifying that the representations and warranties of Purchaser contained in Section 4.1 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the Company and registered in terms hereof to be performed by Purchaser on or before the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoClosing Date, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole shareextent not waived by Seller in writing, on the terms set forth thereinhave been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (iv) by Purchaser to Seller, a legal opinion of Company Counselcertificate, dated as the Closing Date and signed by Purchaser’s President or Chief Executive Officer, attaching (A) a certified copy of the Closing Dateresolutions of the Board of Directors of Purchaser authorizing the execution, executed by such counsel delivery and addressed to performance of this Agreement and all documents associated herewith; and (B) a certified copy of the Purchasersorganizational documents of Purchaser and all amendments thereto; (v) by Purchaser to Seller, a certificate of Form III or IV as defined in the Secretary of Connecticut Transfer Act executed by the Company (Purchaser as the “Secretarycertifying party” (as defined in the Connecticut Transfer Act), unless Seller covenants and represents that the Connecticut Transfer Act does not apply to the transactions contemplated by this Agreement, or the Seller is able to file a Form I or II (as defined in the Connecticut Transfer Act); (vi) by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s CertificatePresident, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that Connecticut Innovations, Inc. (“CII”), dated as acting on behalf of the Closing DateConnecticut Clean Energy Fund (“CCEF”), or CCEF itself, has (aA) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving consented to the transactions contemplated by this Agreement and agreed to waive any rights that it may have under the Financial Assistance Agreement, any Program Participation Agreement or any other Transaction Documents agreement between Proton and CII or CCEF with respect to acceleration, default or termination solely by reason of this Agreement and the issuance Closing of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company transactions contemplated by this Agreement; and (cB) certifying executed a modification to each Financial Assistance Agreement, any Program Participation Agreement or any other agreement between Proton and CII or CCEF containing in substance the provisions set forth on Schedule 3.4(vi) in such form as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to Purchaser shall, in Section 5.1(g);its reasonable discretion, require; and (vii) Seller shall have assigned to Proton any and all agreements entered into in connection with or as part of any “Small Business Innovative Research Grants,” a certificate evidencing the formation and good standing list of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms which is attached hereto as Exhibits B-1 and B-2 , respectivelySchedule 3.4(vii).

Closing Deliveries. (ai) On At or prior to the applicable Closing, each Subscriber participating in such Closing shall deliver to the Company: (A) a duly executed copy of this Agreement together with the duly executed Investor Questionnaire in the form attached hereto as Exhibit A, completed to the satisfaction of the Company; (B) the Subscription Amount in the manner prescribed by Section 1.2 hereto; and (C) a duly executed counterpart signature page to the Registration Rights Agreement, in the form attached hereto as Exhibit [D] (the “Registration Rights Agreement”). (ii) At the final Closing, the Company shall issuedeliver to the Placement Agent the legal opinion of counsel to the Company, dated as of the initial Closing date, in form and substance reasonably satisfactory to counsel for the Placement Agent. (iii) At or prior to the applicable Closing, the Company shall deliver or cause to the Subscribers: (A) fully executed Notes for the Subscription Amount and on the last closing fully executed Warrants, against payment therefor; (B) at the final closing a duly executed Officer’s Certificate certifying (A) the Company has performed in all material respects all obligations required to be delivered performed by it at or prior to each Purchaser or contemporaneously with the following closing under this Agreement, and (B) the “representations and warranties of the Company Deliverables”):set forth in Section 2.1 herein were true and correct in all material respects as of the date of this Agreement and are true and correct in all material respects as of the applicable Closing; and (C) at the final closing a duly executed Secretary’s Certificate certifying (A) the resolutions of the Company’s Board of Directors approving (i) this Agreement, duly executed the Registration Rights Agreement, the Notes, the Warrants, the PA Warrants, and each of the other agreements and documents entered into or delivered by the Company; parties hereto in connection with the transactions contemplated hereby or thereby (the “Transaction Documents”) and (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) consummation of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein;transactions contemplated hereby and thereby. (iv) a legal opinion of At each Closing, the Company Counsel, shall deliver to the Placement Agent the applicable cash Commission and at the final closing the PA Warrants dated as of the final Closing Date, executed by such counsel and addressed to the Purchasers;date. (v) a certificate At or before the final Closing of the Secretary Offering, the Company shall deliver to each of the Company (Subscribers in the “Secretary’s Certificate”)Offering, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement fully executed and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified compiled copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificatescertificates (or copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of the Common Shares subscribed for by Purchaser hereunderset forth opposite such Investor’s name on the Schedule of Investors attached hereto as Exhibit A, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingInvestor; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (ivii) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit C, executed by such counsel and addressed to the Purchaserscounsel; (viii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted duly executed Transfer Agent Instructions acknowledged by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing DateTransfer Agent; and (xiv) a fully executed Registration Rights Agreementevidence of filing with each applicable Trading Market of an additional shares listing application covering all of the Common Shares (and, if applicable, evidence of conditional listing approval). (b) On or prior to The Agent shall notify the ClosingInvestors of the Closing Date in writing as soon as practicable. No later than the seventh calendar day preceding the Closing Date as so notified by the Agent, each Purchaser Investor shall deliver deliver, or cause to be delivered delivered, to the Company Escrow Agent the following (aggregate Purchase Price of the “Purchaser Deliverables”): (i) this Agreement, duly executed by number of the Common Shares set forth opposite such Purchaser; (ii) its Subscription AmountInvestor’s name on the Schedule of Investors attached hereto as Exhibit A, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account of the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory Escrow Agent designated in writing to the CompanyInvestors by the Agent for such purpose or by certified check or bank draft payable to “▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, in trust”. Each of the Investors hereby acknowledges and agrees that the Escrow Agent shall pay such Purchase Price to the Company at the Closing, solely upon the direction of the Agent and without any further instructions, direction or confirmation of such Investor. Furthermore, each of the Investors hereby waives any and all claims that he, she or it has, or may have in the future, against the Escrow Agent as a result of, or arising from or in connection with, the Escrow Agent making such payment to the Company upon the direction of the Agent, and Stock Certificate Questionnaire in each of the forms attached hereto as Exhibits B-1 Investors hereby releases the Escrow Agent from any and B-2 , respectivelyall such claims.

Closing Deliveries. (a) On or prior to At the Closing, the following will occur: (a) Each Investor will deliver to the Company shall issuethe Registration Rights Agreement, deliver or duly executed by such Investor. (b) The Company will cause to be issued and delivered to each Purchaser the following (the “Company Deliverables”):Investor: (i1) this the Registration Rights Agreement, duly executed by the CompanyCompany and all parties thereto; (ii2) facsimile copies of one or more stock certificatesthe Escrow Agreement, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Dateall parties thereto; and (x3) a fully executed Registration Rights Agreementthe legal opinions of counsel to the Company and the Selling Stockholders, each in agreed form, addressed to the Investors. (bc) On or prior to the Closing, each Purchaser Each Investor shall deliver or cause to be delivered (for further redistribution to the Company Selling Stockholders to reflect the following (particular Selling Stockholder Shares and Warrants being hereby offered and sold consistent with Section 2.1(a)) to the “Purchaser Deliverables”): (i) this AgreementEscrow Agent, duly executed by such Purchaser; (ii) its Subscription Investment Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account Escrow Agent for such purpose. (d) Upon joint written instructions from the Company and the placement agent set forth in Schedule 3.3(f), the Escrow Agent will disburse the Investment Amount funded into Escrow by the Investors pursuant to Section 2.2(c) to pay off the amount of the Liens contemplated by Section 5.2(e). (e) The Company will cause to be issued and delivered to each Investor a certificate, registered in the name of such Investor, representing that number of shares of Common Stock to be issued and sold at Closing to such Investor, determined under Section 2.1(a), registered in the name of such Investor. (f) Upon joint written instructions from the Company and the placement agent set forth in Schedule 3.3(f), the Escrow Agent will disburse the balance of the Investment Amounts funded into Escrow by the Investors pursuant to Section 2.2(c) not used to fund payments in accordance with Section 2.2(d) as follows: (1) to pay any fees and amounts listed on Exhibit C attached hereto; Schedule 3.3(f) not already paid above, and (iii2) a fully completed to pay the Selling Stockholders for the Selling Stockholder Shares and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyWarrants.

Closing Deliveries. Upon the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchase Shares shall take place remotely via the electronic exchange of documents and signatures within ten (10) Business Days after the conditions set forth in Section 1.4 are satisfied, or any other date and time that is agreed upon in writing by the Company and the Purchaser (the date on which the closing occurs, the “Closing Date”). Notwithstanding the foregoing, in no event shall the Closing Date be later than June 30, 2019 (the “Long Stop Date”). (a) On or prior to At the Closing, the Company Purchaser shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Company: (i) this an amount in cash equal to the sum of the Purchase Price as set forth on Schedule 1 by wire transfer in immediately available funds to an account designated in writing by the Company; (ii) the Amended and Restated Registration Rights Agreement among the Company, the Purchaser and Priortech, dated as of the date hereof, substantially in the form attached as Exhibit A hereto (the “Amended and Restated Registration Rights Agreement”), duly executed by the Purchaser; (iii) the Strategic Cooperation Agreement between the Company and the Purchaser as of the date hereof, substantially in the form attached as Exhibit B hereto (the “Strategic Cooperation Agreement”), duly executed by the Purchaser; (iv) a confirmation confirming that Taiwan Approvals have been obtained; (v) an undertaking to comply with the R&D Law in the form attached hereto as Exhibit D; and (vi) all other documents as may be reasonably requested by the Company. (b) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (i) the Amended and Restated Registration Rights Agreement, duly executed by the Company; (ii) facsimile copies the Strategic Cooperation Agreement, duly executed by the Company; (iii) irrevocable written instructions to the transfer agent for the Ordinary Shares with respect to the issuance of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(bcertificate(s) hereof), evidencing representing the Shares subscribed for by Purchaser hereunderPurchase Shares, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a certificate, executed by a duly authorized officer of the Company and dated as of the Closing Date, certifying that the conditions specified in Section 1.4(a)(ii) and Section 1.4(a)(iii) have been satisfied; (v) duly adopted forms of (x) the Articles of Association of the Company (the “Articles”)] substantially in the form attached as Exhibit E hereto, (y) resolutions of the board of directors of the Company (the “Board of Directors”) and shareholders authorizing the execution and delivery of this Agreement, the Amended and Restated Registration Rights Agreement, the Strategic Cooperation Agreement and the consummation of the transactions contemplated thereby (collectively, the “Proposed Transactions”), including the issuance of the Purchase Shares, and (z) a certificate, executed by a duly authorized officer of the Company, certifying as to the incumbency of the officers authorized to execute the aforementioned agreements, setting forth the name and title and bearing the signatures of such officers; (vi) an opinion addressed to the Purchaser from Shibolet & Co., legal opinion of Company Counselcounsel to the Company, dated as of the Closing Date, executed by in the form to be agreed between the Purchaser and such counsel and law firm regarding matters customarily addressed in legal opinions in transactions similar to the Purchasers; (v) a certificate purchase and sale of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g);Purchase Shares; and (vii) a certificate evidencing all other documents as may be reasonably requested by Purchaser or required by the formation and good standing Laws of the Company in its jurisdiction of formation issued by United States and Israel to effect the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days issuance and sale of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementPurchase Shares. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company each Seller (as applicable) shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this Agreementstock certificates evidencing the Transferred Subsidiary Shares duly endorsed in blank, or accompanied by stock powers duly executed by the Companyin blank and with all required stock transfer tax stamps affixed; (ii) facsimile copies the ▇▇▇▇ of one Sale, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of the Transferred Assets to the Purchaser or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of evidence such Purchaser as set forth transfer on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (public records, in each case duly executed by the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closingapplicable Asset Seller; (iii) a Warrant, the Assumption Agreement executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereineach applicable Asset Seller; (iv) a legal opinion executed counterparts of Company Counsel, dated as of each Ancillary Agreement other than the Closing Date, executed by such counsel Ancillary Agreements delivered pursuant to Section 2.10(a) (ii) and addressed to the Purchasers(iii); (v) a certificate of receipt for the Purchase Price, as adjusted in accordance with this Agreement; (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company (the “Secretary’s Certificate”)applicable Seller, dated as of the Closing Date, (a) certifying the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the Company or a duly authorized committee thereof approving execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g)thereby; (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary or an Assistant Secretary of State (each Seller certifying the names and signatures of the officers or comparable office) other authorized Person of such jurisdiction, as of a date within five (5) Business Days of Seller authorized to sign this Agreement and each applicable Ancillary Agreement and the Closing Dateother documents to be delivered hereunder and thereunder; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing DateSecretary or an Assistant Secretary of each Transferred Subsidiary certifying that the transfer of the Transferred Subsidiary Shares has been duly noted in the corporate records of the corresponding Transferred Subsidiary; (ix) a certified copy of the Certificate of Incorporationevidence that, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of after the Closing Date, the Business and all Receivables generated by the Mexican Business after the Closing Date shall not be subject to any securitization program of Rhodia or its Affiliates or any related Encumbrances other than Permitted Encumbrances; (x) written resignations or evidence of removal of each of the directors of the Transferred Subsidiaries; (xi) (A) evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets and (B) pay-off letters and evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets relating to the certain sale and leaseback transactions described in item 45 of Section 3.04(c) and item 2 of Section 3.07 of the Disclosure Schedule; and (xxii) a fully executed Registration Rights Agreementcertificate of a duly authorized officer or other authorized Person of the Sellers certifying as to the matters set forth in Section 8.02(a). (b) On or prior to At the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following Sellers (the “Purchaser Deliverables”except as set forth in (vi) below): (i) the Purchase Price, as adjusted in accordance with this Agreement, duly executed by such Purchaserwire transfer in immediately available funds to the Purchase Price Bank Account; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in executed counterparts of each Ancillary Agreement to which the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; andPurchaser is a party; (iii) a fully completed true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly executed Accredited Investor Questionnaire, reasonably satisfactory and validly adopted by the Board of Directors of the Purchaser and the stockholders of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (v) a certificate of a duly authorized officer of the Purchaser certifying as to the Companymatters set forth in Section 8.01(a); and (vi) the Estimated Mexican Net Debt by wire transfer in immediately available funds to a bank account or bank accounts to be designated by Rhodia in a written notice to the Purchaser at least five Business Days before the Closing. (c) At the Closing, Parent shall deliver or cause to be delivered to the Sellers, a certificate of the Secretary or an Assistant Secretary of Parent certifying the names and Stock Certificate Questionnaire in signatures of the forms attached hereto as Exhibits B-1 and B-2 , respectivelyofficers of Parent authorized to sign this Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificatescertificates (or copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Preferred Shares set forth opposite such Investor’s name on Exhibit A hereto under the Shares subscribed for by Purchaser hereunder, heading “Preferred Shares,” registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingInvestor; (iiiii) a Warrant, executed by the Company and registered issued in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoInvestor, pursuant to which such Purchaser Investor shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinopposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares”; (iviii) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit D, executed by such counsel and addressed delivered to the PurchasersInvestors; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate Certificate of an officer of the Secretary Company, executed on behalf of the Company (the “Secretary’s Certificate”)by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c) certifying and (d) of Section 2.3(a). (vi) a Certificate of the Secretary of the Company attesting as to (i) the Certificate of Incorporation of the Company; (ii) the By-laws of the Company; (iii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company; and (iv) resolutions adopted by of the Board of Directors of the Company or a duly authorized committee thereof Company, authorizing and approving the transactions contemplated by all matters in connection with this Agreement and the other Transaction Documents and transactions contemplated hereby; and (vii) Irrevocable Transfer Agent Instructions to the Transfer Agent with respect to the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, in form and by-laws of the Company and (c) certifying as substance reasonably acceptable to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementInvestors. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by the purchase price set forth opposite such Purchaser; (ii) its Subscription Amount, Investor’s name on Exhibit A hereto under the heading “Purchase Price” in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing to such Investor by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; and (iiiii) a fully completed and the Registration Rights Agreement, duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyby such Investor.

Closing Deliveries. (a) On or prior to Except as otherwise indicated below, at the Closing, the Company Seller shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):to Buyer: (i) this each of the Ancillary Agreements (other than the Novation Agreement, duly the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly executed by the Companya duly authorized representative of Seller or its applicable Affiliate; (ii) facsimile copies a receipt acknowledging receipt of one or more stock certificates, free and clear the Closing Payment in satisfaction of all restrictive and other legends (except as provided in Buyer’s obligations pursuant to Section 4.1(b) hereof2.3.1(a), evidencing the Shares subscribed for validly executed by Purchaser hereunder, registered in the name a duly authorized representative of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingSeller; (iii) a Warrantthe tangible Purchased Assets; provided, executed by that (A) delivery shall, unless the Company Parties otherwise mutually agree, be to the locations and registered in on the name of such Purchaser as timeframes set forth on in Schedule 2.4.2(a)(iii), and (B) Seller may retain copies of the Stock Certificate Questionnaire Purchased Regulatory Documentation and the Purchased Product Records included as Exhibit B-2 heretowithin the Purchased Assets and the Purchased Contracts (and, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) avoidance of the number of Shares issuable doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such Purchaserfiles, rounded up documents, instruments, papers, books and records any information to the nearest whole share, on extent that it does not relate to the terms set forth therein;Product Business); and (iv) a legal opinion of Company Counselcertificate, dated as of the Closing Date, validly executed by such counsel a duly authorized officer of Seller, certifying that all of the conditions set forth in Section 6.2.1, Section 6.2.2 and addressed Section 6.2.3 have been satisfied. (b) At the Closing, Buyer shall deliver the following to Seller: (i) each of the PurchasersAncillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Affiliates is a party, validly executed by a duly authorized representative of Buyer or its applicable Affiliate; (vii) the Closing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); and (iii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”)certificate, dated as of the Closing Date, (a) certifying the resolutions adopted validly executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance officer of Buyer, certifying that all of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, conditions set forth in Section 6.3.1 and by-laws of the Company and Section 6.3.2 have been satisfied. (c) certifying as Buyer shall conduct a quality and completeness review of the Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the signatures transfer of such Purchased Regulatory Documentation (and authority not, for example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of persons signing the Transaction Documents and related documents on behalf Buyer’s notice of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementsame. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the Purchasers or the Placement Agent, as applicable, the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a customary legal opinion of from Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the PurchasersPurchasers and the Placement Agent; (iii) facsimile copies of the issued and duly executed Shares and Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement; (iv) a copy of the irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent (the “Transfer Agent Instructions”); (v) the Registration Rights Agreement, duly executed by the Company; and (vi) a certificate of the Secretary of the Company (the “Secretary’s Certificate”)Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, and (b) certifying the current versions of the certificate or articles of incorporation, as amended, incorporation and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf bylaws of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On At or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to in accordance with the escrow account set forth on Exhibit C attached heretoCompany’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iiiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyform provided by the Company.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “"Company Deliverables”"): (i) this a certificate evidencing a number of Shares equal to such Investor's Investment Amount divided by the Per Unit Purchase Price, registered in the name of such Investor; (ii) the legal opinions of Company Counsel, Nevada Counsel, PRC Counsel and Hong Kong Counsel, in the form attached hereto as Exhibit B, Exhibit C, Exhibit D, and Exhibit E, respectively, addressed to the Roth Capital Partners, LLC and the Investors; and (▇▇i) the Registration Rights Agreement, duly executed by the Company; (iib) facsimile copies of one or more stock certificatesAt the Initial Closing, free and clear of all restrictive and other legends (except as provided in Section 4.1(bi) hereof)the Company shall deliver the Escrow Agreement, evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoRoth Capital Partners, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement LLC and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amendedEscrow Agent, and by-laws of (ii) each ▇▇▇▇stor, except the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictionRemaining Investors, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this AgreementEscrow Agent, duly executed by such Purchaser; (ii) its Subscription Investment Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoEscrow Agent for such purpose; and (iiic) a fully completed and duly executed Accredited At the Closing, each Investor Questionnaire, reasonably satisfactory shall deliver or cause to be delivered to the Company, the Registration Rights Agreement, duly executed by such Investor. In addition, the Remaining Investors shall deliver or cause to be delivered to the Company, its Investment Amount, in United States dollars and Stock Certificate Questionnaire in immediately available funds, by wire transfer to an account designated in writing by the forms attached hereto as Exhibits B-1 and B-2 Company for such purpose. Each Investor's Investment Amount, respectivelytogether with the duly executed Registration Rights Agreement shall be the "Investor Deliverables".

Closing Deliveries. (a) On or prior to At the Closing, the parties shall cause the following to be delivered: (a) Clyra will deliver to Scion and the Company shall issuethe following items: (1) an Officer’s Certificate executed on behalf of Clyra by one of its officers, deliver or cause providing a copy of resolutions of the board of directors and shareholders of Clyra approving the execution and delivery of this Agreement and the other agreements and documents to be delivered to each Purchaser pursuant hereto and the following (consummation of the “Company Deliverables”):transactions described herein, and certifying that the resolutions are a true and correct copy; (i2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit E transferring and assigning all of the Clyra Assets to the Company; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit F transferring and assigning all of Clyra’s Intellectual Property to the Company. (b) Scion will deliver to Clyra and the Company: (1) a Manager’s Certificate executed on behalf of Scion by its Manager, certifying as to member and manager resolutions, with a copy of such resolutions attached as an exhibit thereto as well as certification that none of the foregoing have been modified, rescinded, or revoked, which resolutions authorize and approve the execution, delivery and performance of this Agreement; (2) an executed ▇▇▇▇ of Sale, duly Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit G transferring and assigning all of the Scion Assets to the Company; and (3) an executed by Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit H transferring and assigning all of Scion’s Intellectual Property to the Company; (4) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; and (5) executed Consulting Agreements between the Company and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, substantially in the form attached to this Agreement as Exhibit I. (c) The Company will deliver to Scion: (1) a Secretary’s Certificate executed on behalf of the Company by its Secretary, certifying as to (i) complete and accurate copies of the Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) facsimile copies shareholder and board resolutions authorizing the execution, delivery and performance of one this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or more stock certificatesrevoked, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) list of the number of Shares issuable directors and officers authorized to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents sign agreements on behalf of the Company; (vi2) a counterpart of the Compliance Certificate referred Escrow Agreement substantially in the form attached to in Section 5.1(g)this Agreement as Exhibit B executed by an authorized officer of the Company; (vii3) a certificate evidencing the formation and good standing copy of share certificates representing all of the Company in its jurisdiction Scion Common Shares, and the Scion Redeemable Shares, the original of formation issued by which certificates will be delivered to the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing DateEscrow Agent at Closing; and (x4) a fully Promissory Note in the form attached to this Agreement as Exhibit D executed Registration Rights Agreementby an authorized officer of the Company. (bd) On The Company will deliver to Clyra: (1) a Secretary’s Certificate executed on behalf of the Company by its Secretary, certifying as to (i) complete and accurate copies of the Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) shareholder and board resolutions authorizing the execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or prior revoked, and (iii) a list of the directors and officers authorized to sign agreements on behalf of the ClosingCompany; (2) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, each Purchaser shall deliver or cause to and the Scion Redeemable Shares, the original of which certificates will be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such PurchaserEscrow Agent at Closing; (ii4) its Subscription Amount, in United States dollars an original share certificate representing all of the Clyra Common Shares and in immediately available funds, in all of the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached heretoClyra Preferred Shares; and (iii5) a fully completed and duly an executed Accredited Investor Questionnaire, reasonably satisfactory counterpart of the Promissory Note. (e) The Company will deliver to the CompanyEscrow Agent: (1) an executed copy of this Agreement; (2) an executed Escrow Agreement; and (3) original share certificates representing all of the Scion Common Shares, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyScion Redeemable Shares.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to At the Closing, each Purchaser of the following parties shall deliver or cause to be delivered to the Company designated party or parties all of the following following, and in the case of executed agreements, documents or instruments, in each case executed by the Party or a duly authorized representative of the Party on such Party's behalf; (the “Purchaser Deliverables”):a) The PEARL Parties shall deliver to Purchaser: (i) this Agreement, duly executed endorsed share certificates or stock powers for 100% of the outstanding shares of the PEARL Common Stock held by such Purchaserthe PEARL Parties; (ii) its Subscription Amountresolutions of the board of directors of PEARL approving and authorizing the execution, delivery and performance by it of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions described in United States dollars this Agreement and the Ancillary Agreements attached hereto as Exhibit E; (iii) Executed counterparts of Employment Agreements with each of the key employees of the PEARL Group Members which Purchaser may designate prior to Closing in immediately available fundssubstantially the form attached hereto as Exhibit C (the "Employment Agreements"). (iv) Consents from third parties, including any governmental entity, landlord or other person material to the business of any PEARL Group Member and necessary, in the amount set forth as reasonable opinion of Purchaser, for the “Purchase Price” indicated below such Purchaser’s name on consummation by Purchaser of the applicable signature page hereto under the heading “Aggregate Purchase Price transactions contemplated hereby; and (Subscription Amount)” by wire transfer v) all other items required to be delivered pursuant to the escrow account set forth on provisions of this Agreement; (b) Purchaser shall deliver to Seller: (i) all items required to be delivered pursuant to the provisions of this Agreement; (ii) resolutions of the board of directors of EPIC approving and authorizing the execution, delivery and performance by it of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions described in this Agreement and the Ancillary Agreements attached hereto as Exhibit C attached heretoF; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire indemnification agreement substantially in the forms form attached hereto as Exhibits B-1 Exhibit G wherein EPIC agrees to indemnify, defend and B-2 , respectivelyhold the Shareholders harmless from any claims or liabilities of any type relating to any personal guaranties made by and of the Shareholders for or on behalf of any PEARL Group Member.

Closing Deliveries. (a) On At or prior to the Closing, Closing on the Company Closing Date: (a) Ski Holdings shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):GT Acquisition: (i) this Agreementall such bills of sale, duly executed by deeds, assignments and other documents and instruments of sale, assignment, conveyance and transfer, as GT Acquisition or its counsel may deem necessary or desirable to effect the Companytransfer of the Purchased Assets to GT Acquisition; (ii) facsimile certified copies of one or more stock certificatesthe resolutions of the Board of Directors of Ski Holdings, free approving the execution, delivery and clear performance of this Agreement and the consummation of the transactions contemplated under this Agreement, all restrictive in accordance with its Certificate of Incorporation and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingBy-laws; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) certificates of the number Secretaries of Shares issuable to such Purchaser, rounded up State of the State of Delaware and the State of Wyoming as to the nearest whole share, on the terms set forth thereinTarghee Corp Mergers; (iv) a legal opinion of Company Counsel, dated as certificates of the Closing Date, executed by such counsel and addressed Secretary of State of the State of Delaware as to the Purchaserslegal existence and good standing of Ski Holdings; (v) a certificate of non-foreign status in the Secretary of form set forth in the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyU.S. Treasury Regulations; (vi) schedules of accounts payable of Targhee Corp and its Subsidiaries, including accounts payable of Ski Holdings allocable to Targhee Corp, as at February 18, 2000 for Targhee Corp and its Subsidiaries and as at February 21, 2000 for Ski Holdings, in each case reflecting the Compliance Certificate referred to in Section 5.1(g);aging of such accounts; and (vii) a certificate evidencing such other documents to be delivered by Targhee Corp and Ski Holdings hereunder or as GT Acquisition or its counsel may reasonably request to carry out the formation and good standing purposes of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights this Agreement. (b) On or prior to the Closing, each Purchaser GT Acquisition shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Ski Holdings: (i) the payment to be delivered by GT Acquisition pursuant to Section 2.04 of this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in an assumption agreement pursuant to which GT Acquisition assumes the amount set forth as Assumed Liabilities (the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount"Assumption Agreement")” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and; (iii) certified copies of a fully completed written consent of the sole Member of GT Acquisition approving the execution, delivery and duly executed Accredited Investor Questionnaireperformance of this Agreement and the consummation of the transactions contemplated under this Agreement, all in accordance with its certificate of formation and its limited liability company agreement; (iv) such other documents to be delivered by GT Acquisition hereunder or as Ski Holdings or its counsel may reasonably satisfactory request to carry out the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelypurposes of this Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by a copy of the Company’s Transfer Agent Instructions; (ii) facsimile copies of one or more stock certificatesthe Warrants, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered issued in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoInvestor, pursuant to which such Purchaser Investor shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinon such Investor’s signature page to this Agreement, registered in the name of such Investor; (iviii) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit F, executed by such counsel and addressed delivered to the PurchasersInvestors; (iv) a counterpart signature page to the Security Agreement, in the form of Exhibit D, executed and delivered by the Company to the Investors; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”)Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate of the Compliance Certificate referred Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(g5.1(a) and (b);; and (vii) financing statements on Form UCC-1 for the States of California, Nevada and Delaware covering the Collateral and setting forth the Collateral Agent as a certificate evidencing the formation secured party with respect to such Collateral, executed and good standing of delivered by the Company in its jurisdiction of formation issued by to the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementCollateral Agent. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) purchase price set forth on such Investor’s signature page to this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, Agreement in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing to such Investor by the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyCompany for such purpose.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Deliverables”):following: (i) this evidence that the Certificate of Designations has been filed and become effective on or prior to the Closing Date with the Secretary of State of the State of Delaware; (ii) the executed legal opinions of the Company’s general counsel and the Company Counsel that will be collectively customary in form and substance and reasonably acceptable to the Purchaser and Purchaser Counsel; (iii) a certificate dated as of the Closing Date and signed by the chief executive officer of the Company certifying as to the fulfillment of each of the conditions set forth in Section 5.1; (iv) the Stockholders Agreement in the form of Exhibit C, duly executed by the Company; (v) the Registration Rights Agreement, duly executed by the Company; (iivi) facsimile copies certificates representing the number of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunderShares, registered in the name of such the Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g)its designee; (vii) a certificate evidencing letter relating to certain management rights in the formation and good standing form of the Company in its jurisdiction of formation issued Exhibit D, duly executed by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date;Company; and (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued any other document reasonably requested by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementPurchaser or Purchaser Counsel. (b) On or prior to At the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): following: (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amountthe Purchase Price, in United States dollars U.S. Dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; and and (iiiii) each Transaction Document to which the Purchaser and such other Person is a fully completed and signatory, duly executed Accredited Investor Questionnaire, reasonably satisfactory to by the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyPurchaser.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Purchasers the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Acquired Shares subscribed for by each Purchaser hereunder, registered in book-entry form in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingC-2 hereto; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (ivii) a legal opinion of Company CounselCounsel with respect to the matters described on Schedule B, dated as of the Closing Date, in form and substance reasonably satisfactory to Purchasers, executed by such counsel and addressed to the Purchasers; (viii) the Investor Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesAcquired Shares, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; (viv) a certificate dated as of the Compliance Certificate referred to Closing Date and signed by its chief executive officer in Section 5.1(g);the form attached hereto as Exhibit E. (viivi) a certificate evidencing the formation incorporation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten three (103) Business Days of the Closing Date; and (xvii) a fully executed Registration Rights Agreementcertified copy of the certificate of incorporation, as certified by the Secretary of State of Delaware, as of a date within three (3) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this its Subscription Amount by wire transfer to the CS Account (as defined in the Waiver Agreement), in accordance with the Waiver Agreement; (ii) the Investor Rights Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 C-1 and B-2 C-2, respectively.

Closing Deliveries. (a) On At or prior to the Closing, as the case may be, the Company shall issueeffect, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by a copy of the Company; (ii) facsimile copies of ’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing the such number of Shares subscribed for by Purchaser hereunderset forth on such Investor’s signature page to this Agreement, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingInvestor; (iiiii) a Warrant, executed by the Company and registered issued in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoInvestor, pursuant to which such Purchaser Investor shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinon such Investor’s signature page to this Agreement; (iviii) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit C, executed by such counsel and addressed delivered to the PurchasersInvestors; (viv) a certificate of the Secretary of the Company (the “Secretary’s Certificate”)Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, amended and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;; and (vi) the Compliance Certificate referred to in Section 5.1(g); (viiv) a certificate evidencing the formation and good standing of the Company in its jurisdiction Chief Executive Officer or Chief Financial Officer of formation issued by the Secretary of State (or comparable office) of such jurisdictionCompany, dated as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing , certifying to the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days fulfillment of the Closing Date; (ixconditions specified in Section 5.1(a) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementand 5.1(b). (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company an amount representing such Investor’s share of the following (Purchase Price for the “Purchaser Deliverables”): (i) Shares and Warrants as set forth on the signature pages to this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, Agreement in United States dollars (the number of Shares to be purchased by such Investor multiplied by the Per Share Price) and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing to such Investor by the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyCompany for such purpose.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, Agreement duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), certificates evidencing the number of Shares subscribed for by Purchaser hereunderindicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), or evidence that such Shares have been delivered to a balance account with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingThe Depository Trust Company through its Deposit Withdrawal Agent Commission System; (iii) a WarrantDebentures in the aggregate principal amount indicated below such Purchaser's name on the signature page of this Agreement, executed by the Company and registered in the name of such Purchaser as set forth on Purchaser; (iv) a Warrant, registered in the Stock Certificate Questionnaire included as Exhibit B-2 heretoname of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to shares of Common Stock indicated below such Purchaser, rounded up to 's name on the nearest whole sharesignature page of this Agreement, on the terms set forth therein; (ivv) a the legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit D, executed by such counsel and addressed delivered to the Purchasers; (vvi) a certificate of the Secretary of evidence that the Company (has filed the “Secretary’s Certificate”), dated as of Supplement with the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g)Commission; (vii) a certificate evidencing the formation and good standing of Transfer Agent Instructions duly executed by the Company in its jurisdiction of formation issued and acknowledged by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing DateCompany's transfer agent; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued Letter of Credit duly executed by the Commonwealth of MassachusettsWachovia Bank, as of a date within ten (10) Business Days of the Closing DateNational Association to each purchaser; (ix) a certified copy certificate from a duly authorized officer certifying on behalf of the Certificate of Incorporation, as certified by the Secretary of State Company that each of the State of Delaware, as of a date within ten (10) Business Days of the Closing Dateconditions set forth in Section 5.1 has been satisfied; and (x) a fully executed Registration Rights Agreementany other document reasonably requested by the Purchasers or Purchaser Counsel. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) the purchase price indicated below such Purchaser's name on the signature page of this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; and (iiiii) a fully completed and this Agreement duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyby such Purchaser. ARTICLE III.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”): (i) this to the Transfer Agent and Investors, an irrevocable letter of instruction executed and delivered by the CEO of the Company instructing the Company’s Transfer Agent to cause share certificates to be issued to the Investors representing that number of aggregate Shares to be issued and sold at Closing to such Investor, determined under Section 2.1(a), registered in the name of each such Investor; (ii) upon an Investors request, faxed copies of the share certificates to be issued to such Investor referenced in Section 2.2(i) above in a form acceptable to such Investor, with originals of said share certificates sent directly by the Transfer Agent by overnight courier on the Closing Date to the Investors in accordance with the Delivery Instructions set forth on each Investor’s signature page hereto; (iii) the Closing Escrow Agreement, duly executed by all parties thereto; (iv) the Holdback Escrow Agreement, duly executed by the Company and the Escrow Agent; (v) the Make Good Escrow Agreement, duly executed by all parties thereto; (vi) the legal opinion of Company U.S. Counsel, in agreed form, addressed to the Investors; (vii) the legal opinion of special British Virgin Islands counsel to PSI, in agreed form, addressed to the Investors; (viii) the legal opinion of Global Law Office, special PRC counsel to Chuming, in agreed form, addressed to the Investors (the “PRC Legal Opinion”); (ix) the Registration Rights Agreement, duly executed by the Company; (iivi) facsimile copies of one or more stock certificatesLockup Agreements, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws each officer of the Company and (c) certifying as to each member of the signatures and authority board of persons signing the Transaction Documents and related documents on behalf directors of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (collectively, the “Purchaser Investors Deliverables”): (i) this to the Escrow Agent for deposit and disbursement in accordance with the Closing Escrow Agreement, duly executed by such Purchaser; (ii) its Subscription Investment Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; (ii) to the Company, the Holdback Escrow Agreement, duly executed by such Investor; (iii) to the Company, the Registration Rights Agreement, duly executed by such Investor; and (iiiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 Make Good Escrow Agreement, respectivelyduly executed by such Investor.

Closing Deliveries. (ai) On The Company shall have delivered to SPAC a certificate, dated the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.3(a), Section 7.3(b), and Section 7.3(c). (ii) The Company, Merger Sub I and Merger Sub II shall each have delivered to SPAC a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the First Effective Time), (B) the resolutions of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party or by which it is bound, and the consummation of the Transaction, and (C) the incumbency of its officers authorized to execute this Agreement or any Transaction Document to which it is a party or otherwise bound. (iii) The Company, Merger Sub I and Merger Sub II shall each have delivered to SPAC a good standing certificate (or similar documents applicable for its jurisdiction of organization) for each of the Company, Merger Sub I and Merger Sub II certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the jurisdiction of organization of the Company, Merger Sub I or Merger Sub II. (iv) The Company shall have delivered evidence of the termination of the Investor Rights Agreement duly executed by the Company and each holder party thereto. (v) The Company shall have delivered written evidence reasonably acceptable to SPAC of the Company’s assumption of the obligations under the SPAC Indemnification Agreement. (vi) SPAC shall have received a copy of the Registration Rights Agreement, duly executed by the Company and each Company Shareholder party thereto. (vii) The Lockup Agreements with the Company Shareholders set forth on Section 1.5 of the Company Disclosure Schedules, (including any other Lockup Agreements executed with Company Shareholders prior to the Closing, ) shall be in full force and effect in accordance with the Company shall issue, deliver or cause to be delivered to each Purchaser terms thereof as of the following (the “Company Deliverables”):Closing. (iviii) this The Amended SPAC Registration Rights Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing. (ix) SPAC shall have received a copy of the Assignment and Assumption Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and. (x) a fully executed Registration Rights AgreementThe Company shall have constituted the Post-Closing Board in accordance with Section 6.15. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”"COMPANY DELIVERABLES"): (i) this Agreement, duly executed a certificate evidencing a number of Shares equal to such Investor's Investment Amount divided by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunderPer Unit Purchase Price, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingInvestor; (iiiii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoInvestor, pursuant to which such Purchaser Investor shall have the right to acquire such the number of Warrant Shares shares of Common Stock equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) 30% of the number of Shares issuable to such Purchaser, rounded up Investor pursuant to the nearest whole share, on the terms set forth thereinSection 2.2(a)(i); (iviii) a the legal opinion of Company Counsel, dated as of the Closing Datein agreed form, executed by such counsel and addressed to the PurchasersInvestors; (iv) an Officer's Certificate executed by the Chief Executive Officer of the Company certifying that the Master Contribution Agreement has been duly executed and delivered by all parties thereto and has been approved by the Company's Board of Directors and TWC's Board of Directors (or equivalent body)(which such certification may be based solely upon a certification of such fact from a responsible officer or member of TWC); and (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement, duly executed by the Company. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”"INVESTOR DELIVERABLES"): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Investment Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; or by tender of a promissory note of the Company dated October 4, 2005, which note shall be credited at its face principal amount; (ii) the Registration Rights Agreement, duly executed by such Investor; and (iii) a fully completed if such Investor is exchanging Exchange Notes for Shares and duly executed Accredited Investor QuestionnaireWarrants pursuant to this Agreement, reasonably satisfactory the Exchange Notes, which upon delivery to the Company, Company shall be deemed fully paid and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelycancelled.

Closing Deliveries. (a) On Upon the terms and subject to the conditions of this Agreement, at or prior to the Closing, the Company Holdco shall issue, deliver (or cause to be delivered delivered) to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the CompanyPayoff Letters to be delivered pursuant to Section 2.3(a) and the invoices to be delivered pursuant to Section 2.3(b); (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counselan officer’s certificate, dated as of the Closing Date, duly executed by an authorized officer of Holdco, certifying as of such counsel date to (1) the Governing Documents of each Company (other than Oaktree Blocker), (2) the resolutions of the board of managers of Holdco authorizing the execution and addressed to performance of this Agreement and the PurchasersTransaction Documents and the consummation of the Transactions, and (3) an incumbency and signatures of the officers of Holdco executing this Agreement and the Transaction Documents; (viii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”)certificate, dated as of the Closing Date, duly executed by the manager of Oaktree Blocker, certifying as of such date to (a1) certifying Oaktree Blocker’s Governing Documents, and (2) the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving manager of Oaktree Blocker authorizing the transactions contemplated by execution and performance of this Agreement and the other Transaction Documents and the issuance consummation of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing DateTransactions; and (xiv) a fully executed Registration Rights Agreementresignation (or evidence of removal) from each of the Companies, as applicable, of each officer or director (in their capacity as such) of the Companies listed in Section 3.2(a)(iii) of the Disclosure Schedule, which resignation (or removal) shall be effective as of the Closing. (b) On or prior Upon the terms and subject to the conditions of this Agreement, at the Closing, each Purchaser Sellers shall deliver (or cause to be delivered delivered) to Purchaser the Company the following (the “Purchaser Deliverables”):following: (i) this a certificate, dated as of the Closing Date, duly executed by the general partner of each Oaktree Seller, certifying solely as of such date to the satisfaction of the conditions set forth in Section 9.1(a) (as it relates to such Oaktree Seller and its respective representations and warranties), Section 9.1(b) (as it relates to such Oaktree Seller and its respective covenants and agreements) and, to the extent applicable to Oaktree Blocker, Section 9.1(g); (ii) an officer’s certificate, dated as of the Closing Date, duly executed by an authorized officer of each Seller other than Oaktree Blocker, certifying solely as of such date to the satisfaction of the conditions set forth in Section 9.1(a) (as it relates to such Seller and its respective representations and warranties), Section 9.1(b) (as it relates to such Seller and its respective covenants and agreements) and, to the extent applicable to such Seller, Section 9.1(g); (iii) membership interest assignments in the form of Exhibit H, representing the Shares, duly executed by each Seller; (iv) a signature page to the Escrow Agreement, duly executed by such the Sellers’ Representative; and (v) a properly completed Internal Revenue Service Form W-9 or applicable Form W-8, as applicable, from each Seller. (c) Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall deliver (or cause to be delivered) the following: (i) the payments required by Section 2.3 (by wire transfers of immediately available funds pursuant to written instructions delivered in the Funds Flow to Purchaser) in accordance with the terms thereof; (ii) its Subscription Amountto Sellers’ Representative, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable a signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached heretoEscrow Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; and (iii) a fully completed and to Sellers’ Representative, an officer’s certificate, dated as of the Closing Date, duly executed Accredited Investor Questionnaireby an authorized officer of Purchaser, reasonably satisfactory certifying as of such date to the Company, satisfaction of the conditions set forth in Section 9.2(a) and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelySection 9.2(b).

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser all of the following (documents or instruments, or evidence of completion thereof, each in form and substance satisfactory to the “Company Deliverables”):Purchasers and their counsel: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear certificates evidencing a number of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing Preferred Shares indicated next to such Purchaser's name on the Shares subscribed for by Purchaser hereunderInvestor Allocation Table, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingPurchaser; (iiiii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoPurchaser, pursuant to which such Purchaser shall have the right to acquire such the number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable indicated next to such Purchaser, rounded up 's name on the Investor Allocation Table; (iii) evidence that the Certificate of Designation has been filed on or prior to the nearest whole share, on Closing Date with the terms set forth thereinSecretary of State (or other appropriate office) of Delaware; (iv) a the legal opinion of Company Counsel, dated as of in the Closing Dateform set forth in Exhibit C, executed by such counsel and addressed delivered to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted Registration Rights Agreement duly executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation incorporation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, Delaware as of a date within five (5) Business Days days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ixvii) a certified copy of the Certificate certificate of Incorporation, incorporation of the Company as certified by the Secretary of State of the State of Delaware, Delaware as of a date within ten (10) Business Days five days of the Closing Date; (viii) a secretary's certificate, dated as of the Closing Date, certifying as to (A) the resolutions of the Company authorizing the transactions contemplated by the Transaction Documents, (B) the certificate of incorporation and (C) the by-laws, each as in effect at the Closing; and (xix) a fully executed Registration Rights Agreement. (b) On or prior to the Closingcertificate, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to chief executive officer of the Company, and Stock Certificate Questionnaire dated as of the Closing Date, as to the conditions in the forms attached hereto as Exhibits B-1 and B-2 , respectivelySection 5.1(a).

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates (or copies thereof provided by the Transfer Agent or a copy of an irrevocable instruction letter from the Company to the Transfer Agent to issue such stock certificates), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Common Shares set forth opposite such Investor’s name on Exhibit A hereto under the Shares subscribed for by Purchaser hereunder, heading “Common Shares,” registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingInvestor; (iiiii) a Five-Year Warrant, executed by the Company and registered issued in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoInvestor, pursuant to which such Purchaser Investor shall have the right to acquire such number of Warrant Shares equal set forth opposite such Investor’s name on Exhibit A hereto under the heading “Five-Year Warrant Shares”; (iii) a Four-Month Warrant, issued in the name of such Investor, pursuant to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for which such Investor shall have the Inside Investors) of the right to acquire such number of Warrant Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinopposite such Investor’s name on Exhibit A hereto under the heading “Four-Month Warrant Shares”; (iv) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit C, executed by such counsel and addressed delivered to the PurchasersInvestors; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted duly executed Transfer Agent Instructions acknowledged by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;Transfer Agent; and (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing evidence of filing with each applicable Trading Market of an additional shares listing application covering all of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementRegistrable Securities. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, Purchase Price” in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing to such Investor by the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyCompany for such purpose.

Closing Deliveries. (a) On or prior to At the Closing, the following actions shall occur, which actions shall be deemed to take place simultaneously, once all the required documents are delivered. (a) The Company shall issue, deliver or cause to be delivered to each Purchaser at the Closing the following (the “Company Deliverables”):documents: (i) this Agreement, duly executed by a certified true copy of the written resolutions of the Company’s board of directors (the “Board”), in the form attached hereto as Schedule 2.2(a)0, whereby the Board shall, among others, authorize and approve all actions set forth in this Agreement and the transactions that are relevant to the Company, including, without limitation, the sale of the Company’s Shares to the Buyer under any applicable law; (ii) facsimile copies a certified true copy of one or more stock certificatesthe written resolutions of the shareholder of the Company, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name form attached hereto as Schedule 2.2(a)0, whereby the shareholders of such Purchaser as the Company shall, among others, authorize and approve all actions set forth on in this Agreement and the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent transactions that are relevant to the Purchasers within three Company, including, without limitation, the sale of the Company Shares to the Buyer. (3iv) Business Days a certified true copy of Closingthe written resignation of the Company’s sole director from his office at the Board, in the form attached hereto as Schedule 2.2(a)(iii); (b) The Seller shall deliver at the Closing the following documents: (i) a confirmation of the Seller’s board of directors, which authorizes and approves all actions set forth in this Agreement and the transactions that are relevant to the Company, including, without limitation, the sale of the Company’s Shares to the Buyer, in the form attached hereto as Schedule 2.2(b)(i); (ii) Share Transfer Deed duly executed by the Seller relating to the transfer of the Company’s Shares from the Seller to the Buyer in the form attached hereto as Schedule 2.2(b)(ii); (c) The Buyer shall deliver at the Closing or, in the case of (iii) below, promptly following the Closing the following documents: (i) Share Transfer Deed duly executed by the Buyer relating to the transfer of the Company’s Shares from the Seller to the Buyer in the form attached hereto as Schedule 2.2(c)(i); (ii) a duly executed Note relating to the Cash Consideration in the form attached hereto as Schedule 2.2(c)(ii); (iii) a Warrant, executed by written evidence that the Company and registered change in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary ownership of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted has been registered and/or approved by the Board Israeli Registrar of Directors Companies and that the resignation of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, M▇▇▇ ▇▇▇▇▇ as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued sole director has been filed and/or approved by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementrelevant authorities. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”): (i) this a copy of the irrevocable instructions to the Transfer Agent, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (ii) a certificate evidencing the number of Shares set forth on such Investor’s signature page hereto, registered in the name of the Investor; (iii) a Warrant, registered in the name of such Investor and duly executed by the Company, to purchase up to 50% of the number of Shares purchased by such Investor; (iv) the Registration Rights Agreement, duly executed by the Company; (iiv) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, in the form attached hereto as Exhibit C, addressed to the Investors; (vi) a certificate, executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, executed by such counsel certifying (x) that the representations and addressed to the Purchasers; (v) a certificate of the Secretary warranties of the Company contained herein that are qualified as to materiality are true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, (y) that the “representations and warranties of the Company contained herein not qualified as to materiality are true and correct in all material respects as of the Closing Date as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and (z) that the representations and warranties in Sections 3.1(c), (f) and (g) are true and correct in all respects as of the Closing Date; and (vii) a certificate, executed on behalf of the Company by its Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board board of Directors directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents Transactions and the issuance of the SecuritiesShares and the Warrant, (b) certifying the then current versions of the certificate or articles Articles of incorporation, as amended, Incorporation and by-laws Bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this the Registration Rights Agreement, duly executed signed by such Purchaser; Investor, and (ii) its Subscription such Investor’s Investment Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire designated in writing in the forms attached hereto as Exhibits B-1 and B-2 Escrow Agreement, respectivelyunless alternative arrangements have been made with a particular Investor.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing the number of Shares subscribed for by Purchaser hereunderindicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingPurchaser; (iiiii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoPurchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Underlying Shares issuable to indicated below such Purchaser, rounded up to 's name on the nearest whole sharesignature page of this Agreement, on the terms set forth therein; (iviii) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit B, executed by such counsel and addressed delivered to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (xiv) a fully duly executed Registration Rights AgreementTransfer Agent Instructions acknowledged by the Transfer Agent. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (purchase price indicated below such Purchaser's name on the “Purchaser Deliverables”): (i) signature page of this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account Company for such purpose. (c) Notwithstanding anything to the contrary in this Section 2.2, in the event that the Company cannot deliver all of the items set forth in Sections 2.2(a) above, each Purchaser shall instead deliver the purchase price set forth in Section 2.2(b) (the "ESCROW FUNDS") to the Company Counsel, to be held by the Company Counsel in escrow on Exhibit C attached hereto; and behalf of such Purchaser. Upon confirmation from all the Purchasers of receipt by the Purchasers of all the items set forth in Sections 2(a) above (iii) a fully completed and duly executed Accredited Investor Questionnairewhich may be in writing or via email), reasonably satisfactory the Company Counsel shall release the Escrow Funds to the Company. In the event all of the items set forth in Sections 2(a) are not delivered to a Purchaser on or prior to September 26, 2003, the Company Counsel shall immediately return the Escrow Funds to a Purchaser upon the request of such Purchaser. The Company Counsel hereby acknowledges and Stock Certificate Questionnaire agrees to act as escrow agent in the forms attached hereto as Exhibits B-1 accordance with this Section 2(c). The Company Counsel (i) shall be entitled to rely on any written or email communication received from a Purchaser and B-2 , respectively(ii) shall not be liable for any acts or omissions of any kind any unless caused by its own gross negligence or willful misconduct.

Closing Deliveries. (a) On or prior to At the Closing, (1) the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): Purchaser: (i) a Debenture registered in the name of such Purchaser, for the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, duly executed by the Company; ; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunderan Initial Warrant, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoPurchaser, pursuant to which such the Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; therein the number of Warrant Shares set forth below such Purchaser's name on its signature page to this Agreement; (iii) the Transfer Agent Instructions, signed by the Company's transfer agent and counter-signed by the Company; (iv) a legal opinion of Company CounselCounsel in agreed form, dated including a UCC opinion as to the perfection under applicable law of the Closing Datesecurity interest in the Collateral (as defined in the Security Agreement) after giving effect to the revised Article 9 of the Uniform Commercial Code; (v) the Security Agreement, executed by the Company; (vi) the IP Security Agreement, executed by the Company; (vii) evidence satisfactory to such Purchaser of the filing of executed UCC-1 financing statements in the name of such Purchaser pursuant to the Security Agreement, in a form reasonably satisfactory to such Purchaser; and (viii) the Registration Rights Agreement, executed by the Company; and (2) each Purchaser shall deliver to the Company (i) a copy of each of the Registration Rights Agreement, the Security Agreement, the IP Security Agreement and this Agreement, executed by such counsel Purchaser and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, an amount equal to the aggregate investment amount indicated below such Purchaser's name on the signature page of this Agreement in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” funds by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyCompany for such purpose.

Closing Deliveries. (a) On Unless otherwise agreed to by the Company and a Purchaser (as to itself only), on or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following or PDF copies evidencing the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof)certificates or a book-entry account statement from the Transfer Agent, evidencing the Shares of Common Stock and Non-Voting Common Stock subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate such Purchaser’s Form of Ownership Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit C, executed by such counsel and addressed to the Purchasers; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company Company, in the form attached hereto as Exhibit D (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws bylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate of the Compliance Certificate referred Chief Executive Officer, President or Chief Financial Officer of the Company, in the form attached hereto as Exhibit E, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.1(a) and 5.1(b);; and (vii) a certificate evidencing the formation and good standing Certificate of Good Standing for the Company in its jurisdiction of formation issued by from the Pennsylvania Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementrecent date. (b) On Unless otherwise agreed to by the Company and a Purchaser (as to itself only), on or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States U.S. dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to in accordance with the escrow account set forth on Exhibit C attached heretoCompany’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iiiiv) a fully completed and duly executed Certificate of Private Placement and Accredited Investor Questionnaire, reasonably satisfactory to the CompanyStatus, and Stock Certificate Form of Ownership Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunderan Initial Note, registered in the name of such Purchaser, in the principal amount indicated below such Purchaser's name on the signature page of this Agreement under the heading "Initial Note Principal Amount"; (ii) an Additional Investment Right, registered in the name of such Purchaser, pursuant to which such Purchaser as shall have the right to acquire such principal amount of Additional Notes and Additional Investment Right Warrants indicated below such Purchaser's name on the signature page of this Agreement under the headings "Additional Investment Rights - Additional Notes" and "Additional Investment Rights - Warrant Shares", respectively, on the terms set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closingtherein; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoPurchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Underlying Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to indicated below such Purchaser, rounded up to the nearest whole share, 's name on the terms set forth therein;signature page of this Agreement under the heading "Warrant Shares". (iv) a the legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit E, executed by such counsel and addressed delivered to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted Transfer Agent Instructions duly executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of acknowledged by the Company's transfer agent; (vi) the Compliance Certificate referred to in Section 5.1(g)Security Agreement executed by the Company; (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued Pledge Agreement executed by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing DateCompany; (viii) a certificate evidencing the Company’s qualification as from a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days duly authorized officer certifying on behalf of the Closing Date;Company that each of the conditions set forth in Section 5.1 has been satisfied; and (ix) a certified copy of the Certificate of Incorporation, as certified any other document reasonably requested by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementPurchasers or Purchaser Counsel. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) the purchase price indicated below such Purchaser's name on the signature page of this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoCompany for such purpose; (ii) the Security Agreement duly executed by such Purchaser; and (iii) a fully completed and the Pledge Agreement duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyby such Purchase.

Closing Deliveries. 4.1 Deliveries by Vendor at Closing [Deleted for Confidentiality Purposes] (a) On A certificate or certificates representing the Shares, duly endorsed for transfer by Vendor or accompanied by a power of attorney to transfer such shares to Purchaser duly executed by Vendor; (b) A certified copy of a directors resolution of the Company approving of and authorizing the transfer of the Shares from Vendor to Purchaser; (c) A new share certificate issued in the name of Purchaser in respect of the Shares; (d) A certificate of an officer or director of Vendor in the form specified in Schedule "M" in respect of the matters referred to in Clauses, 3.1(a), 3.1(b) and 3.1(c); (e) Resignations of all directors and officers of the Company from all such positions and offices within the Company and a release from each such individual pursuant to which he or she releases all Claims that he or she has or may at any time have against the Company, which shall be in the form set forth in Schedule "N"; 195786\614696.v6 (f) Releases and registerable discharges or no interest letters in respect to all Security Interests granted by Vendor, or the Company in respect of the Assets or the Shares or otherwise requested by Purchaser a reasonable time prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following Closing Time; (the “Company Deliverables”):g) [Deleted for Confidentiality Purposes] (h) [Deleted for Confidentiality Purposes] (i) this Agreement[Deleted for Confidentiality Purposes] (j) Evidence satisfactory to Purchaser acting reasonably that the entire beneficial right, duly executed by title, estate and interest of the [Deleted for Confidentiality Purposes] in and to the Assets has been transferred and assigned to the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and Encumbrances granted through or under the [Deleted for Confidentiality Purposes] or its Affiliates other legends (except as provided than those in Section 4.1(b) hereof)respect of which a discharge, evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent release or no interest letter is delivered at or prior to the Purchasers within three (3) Business Days of Closing; (iiik) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinThe Closing Statement; (ivl) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf The original minute books of the Company; (vim) A certificate of Vendor confirming that the Compliance Certificate conditions precedent set forth in Clause 3.2 have been waived by Vendor or satisfied; and (n) Receipts for that portion of the Adjusted Purchase Price payable at Closing. 4.2 Deliveries by the Purchaser at Closing [Deleted for Confidentiality Purposes] (a) Pay to Vendor in the manner contemplated in Clause 2.4, that portion of the Adjusted Purchase Price payable at Closing; (b) Deliver to Vendor a certificate of an officer or director of the Purchaser, in the form of Schedule "M" in respect of matters referred to in Section 5.1(gClauses 3.2(b) and 3.2(c); (viic) a certificate evidencing the formation and good standing Deliver releases in favour of each of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days directors and officers of the Closing DateCompany, releasing such individual from all Claims that the Company has or may at any time have against such individual in his or her capacity as an officer or director thereof, which shall be in the form set forth in Schedule "N"; (viiid) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) Deliver a certified copy of the Certificate of Incorporation, as certified by the Secretary of State a resolution of the State board of Delawaredirectors of Purchaser authorizing the execution, as delivery and performance of a date within ten (10) Business Days this Agreement and the consummation of the Closing Date; and (x) Transaction contemplated herein, along with a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly certificate executed by an officer of Purchaser certifying that such Purchasercopy is true, correct and complete and that such resolutions were duly adopted and have not been amended or rescinded; (iie) its Subscription Amount, in United States dollars and in immediately available funds, in Deliver a certificate of Purchaser confirming that the amount conditions precedent set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” in Clause 3.1 have been waived by wire transfer to the escrow account set forth on Exhibit C attached hereto; andPurchaser or satisfied; (iiif) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to [Deleted for Confidentiality Purposes] (g) Deliver the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyParental Guarantee. 4.3 [Deleted for Confidentiality Purposes] 4.4 [Deleted for Confidentiality Purposes]

Closing Deliveries. (a) On or prior to the Closing, the Company Administrative Agent shall issue, deliver or cause to be delivered to have received each Purchaser of the following (documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the “Company Deliverables”):Closing Date: (i) this Agreementa Note payable to the order of each Bank, each in the amount of such Bank's Commitment, duly executed by the CompanyBorrower; (ii) facsimile copies the Mortgages and Assignments and Amendments to Mortgages to be executed on the Closing Date pursuant to Section 5.1(a), duly executed and delivered by Borrower and each Subsidiary of one or more stock certificatesBorrower (as applicable), free and clear of all restrictive together with such other assignments, conveyances, amendments, agreements and other legends (except as provided writings, including, without limitation, UCC-1 financing statements, tax affidavits and applicable department of revenue documentation, in Section 4.1(b) hereof)form and substance satisfactory to Administrative Agent, evidencing the Shares subscribed for by Purchaser hereunder, registered creating first and prior Liens in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closingall Borrowing Base Properties; (iii) a Warrant, Facility Guarantees duly executed by the Company and registered in the name each existing Restricted Subsidiary of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinBorrower; (iv) a legal opinion Borrower Pledge Agreement duly executed by Borrower together with (A) certificates evidencing one hundred percent (100%) of Company Counselthe issued and outstanding Equity of each existing Restricted Subsidiary of Borrower of every class (all certificates delivered pursuant to this Section 6.1(a)(iv) shall be duly endorsed or accompanied by duly executed blank stock powers), and (B) such financing statements (duly authorized) as Administrative Agent shall request to perfect the Liens granted pursuant to such Borrower Pledge Agreement; (v) such financing statements (including, without limitation, the financing statements referenced in subclauses (ii) and (iv) above) in form and substance acceptable to Administrative Agent (duly authorized) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers, all of which shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vi) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete on the Closing Date; (vii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of Closing Date; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each Credit Party and to the effect that each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (ix) a certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated as of the Closing Date, executed by the Secretary or comparable Authorized Officer of each such counsel and addressed to the PurchasersCredit Party; (vx) a certificate copies of resolutions or comparable authorizations approving the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving Loan Papers and authorizing the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesLoan Papers, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued duly adopted by the Secretary Board of State Directors (or comparable officeauthority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such jurisdictionCredit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of a date within five the Board of Directors (5or comparable authority) Business Days of each such Credit Party, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the Closing Date; (viiixi) an opinion of ▇▇▇▇ ▇▇▇▇▇ P.C., dated the Closing Date, favorably opining as to the enforceability of each of the Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xii) an opinion of special counsel for Administrative Agent in each of Alabama, Louisiana, New Mexico and Wyoming, each dated the Closing Date, favorably opining as to the enforceability of the applicable Mortgages and Assignments and Amendments to Mortgages in each applicable State and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) a certificate evidencing signed by an Authorized Officer of Borrower stating that (a) the Company’s qualification as a foreign corporation representations and good standing issued by warranties contained in this Agreement and the Commonwealth other Loan Papers are true and correct in all respects, and (b) no Default or Event of Massachusetts, as of a date within ten (10) Business Days of the Closing DateDefault has occurred and is continuing; (ixxiv) a certified copy of the Certificate of IncorporationOwnership Interests signed by an Authorized Officer of Borrower in the form of Exhibit H attached hereto; (xv) copies of all reports in Borrower's files (or otherwise reasonably available to Borrower) pertaining to Borrower's Mineral Interests and operations, as certified by which report(s) shall not reflect the Secretary existence of State facts or circumstances which would constitute a material violation of the State of Delaware, as of any Applicable Environmental Law or which are likely to result in a date within ten (10) Business Days of the Closing Datematerial liability to any Credit Party; and (xxvi) a fully executed Registration Rights Agreement. (b) On or prior to certificates from Borrower's insurance broker setting forth the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed insurance maintained by Borrower and stating that such Purchaser; (ii) its Subscription Amount, insurance is in United States dollars full force and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Companyeffect, and Stock Certificate Questionnaire in which certificates shall evidence that such insurance complies with the forms attached hereto as Exhibits B-1 and B-2 , respectivelyrequirements of Section 8.6.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereundera Note, registered in the name of such Purchaser as set forth Purchaser, in the principal amount indicated on Schedule A hereto under the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the heading “Stock CertificatesNote Principal Amount”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iiiii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoPurchaser, pursuant to which such Purchaser shall have the right to acquire such number of Underlying Shares indicated on Schedule A hereto under the heading “Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein;Shares”. (iviii) a the legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit D, executed by such counsel and addressed delivered to the Purchasers; (iv) the Security Agreement executed by the parties thereto; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted Subordination Agreement executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyparties thereto; (vi) the Compliance Certificate referred to in Section 5.1(g)Deposit Account Control Agreement executed by the parties thereto; (vii) a certificate evidencing the formation and good standing copies of the Company in its jurisdiction of formation issued Uniform Commercial Code financing statements and other documents or agreements required by the Secretary Security Agreement with respect to the security granted thereby, and evidence of State (or comparable office) the filing of such jurisdictionfinancing statement, as of a date within five (5) Business Days of the Closing Datedocuments or agreements; (viii) a certificate evidencing duly executed Transfer Agent Instructions acknowledged by the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date;transfer agent; and (ix) a certified copy of the Certificate of Incorporation, as certified any other document reasonably requested by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementPurchasers or Purchaser Counsel. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by the purchase price indicated below such Purchaser; (ii) its Subscription Amount’s name on the signature page of this Agreement under the heading “Purchase Price”, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the CompanyCompany for such purpose, and Stock Certificate Questionnaire in (ii) the forms attached hereto as Exhibits B-1 Security Agreement and B-2 , respectivelythe Subordination Agreement executed by such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, Seller will deliver or cause to be delivered to each Purchaser the following (Purchaser, for itself and as agent for the “Company Deliverables”):Designated Affiliates: (i) this a bill of sale in the form of Ex▇▇▇▇t B (the “Bill of Sale”), duly executed ▇▇ ▇he Seller; (ii) an assignment and assumption agreement in the form of Exhibit C (the “Assignment and Assumption Agreement”), duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingSeller; (iii) a Warrantshare sale and transfer agreement in respect of the Shares in the form of Exhibit D (the “Share Transfer Agreement”), duly executed and notarized by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinShare Selling Affiliate; (iv) such deeds, documents, instruments and actions as are necessary or appropriate to effect the valid sale and transfer of the Shares to the Purchaser or its Designated Affiliate, duly executed by the Share Selling Affiliate, and/or the managing director or the Acquired Company, as required pursuant to German Law; (v) assignments of all Purchased Intellectual Property in the forms of Exhibit E-1 and E-2 (collectively, the “IP Assignments”) and License of Shared Intellectual Property in the form of Exhibit E-3 (the “IP License Agreement”), duly executed by the Seller; (vi) for each parcel of Owned Real Property, a legal opinion recordable warranty deed or such other appropriate document or instrument of Company Counseltransfer in accordance with local custom, each in form and substance reasonably satisfactory to the Purchaser and its counsel and executed by the Seller; (vii) a certificate, dated as of the Closing Date, executed by such counsel the Seller confirming the satisfaction of the conditions specified in Section 6.1(a) and addressed 6.1(b); (viii) the resignations of the managing directors of the Acquired Company set forth on Schedule 2.9(a)(viii), to the Purchasersextent that such resignations have been requested in writing by the Purchaser not less than two (2) Business Days prior to Closing; (ix) a transition services agreement in the form of Exhibit F (the “Transition Services Agreement”), duly executed by the Seller; (x) a supply agreement in the form of Exhibit G (the “TBT Supply Agreement”), duly executed by the Seller; (xi) a supply agreement in the form of Exhibit H (the “TOT Supply Agreement”), duly executed by the Seller; (xii) a supply agreement in the form of Exhibit I (the “TPP/LPE Supply Agreement”), duly executed by the Seller; (xiii) an assignment of the environmental indemnity from Ciba contained in the Ciba Basic Agreement in the form of Exhibit J (the “Ciba Environmental Indemnity Assignment”); (xiv) a copy of the Approval Order; and (xv) evidence that notice of termination of the Acquired Company’s participation in the domination and profit and loss pooling agreements has been made in accordance with German Law. (b) At the Closing, the Purchaser will, for itself and as agent for its Designated Affiliate, deliver or cause to be delivered to the Seller, for itself and as agent for the Share Selling Affiliate: (i) the Initial Cash Consideration, fifty percent (50%) of the aggregate amount of the Trade Accounts Payable Adjustment Payment and the Shared Accounts Payable Adjustment Payment, and the Accrued Payroll and Benefits Adjustment Payment by wire transfer of immediately available funds in U.S. dollars in the amount and manner specified in Section 2.5(b); (ii) the Assignment and Assumption Agreement, duly executed by the Purchaser; (iii) the Bill of Sale, duly executed by ▇▇▇ Purchaser; (iv) the Share Transfer Agreement, duly executed and notarized by the Purchaser or its Designated Affiliate, as applicable; (v) the IP Assignments, if any, that call for a certificate of signature by the Secretary of Purchaser and/or its Designated Affiliates, duly executed by the Company Purchaser and/or such Designated Affiliates, as applicable, and the IP License Agreement, duly executed by the Purchaser; (the “Secretary’s Certificate”)vi) a certificate, dated as of the Closing Date, (a) certifying the resolutions adopted duly executed by the Board of Directors Purchaser confirming the satisfaction of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement conditions specified in Sections 6.2(a) and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g6.2(b); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued Transition Services Agreement, duly executed by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing DatePurchaser; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued TBT Supply Agreement, duly executed by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing DatePurchaser; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this TOT Supply Agreement, duly executed by such the Purchaser; (iix) its Subscription Amountthe TPP/LPE Supply Agreement, in United States dollars and in immediately available funds, in duly executed by the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iiixi) a fully completed and the Ciba Environmental Indemnity Assignment, duly executed Accredited Investor Questionnaire, reasonably satisfactory to by the Acquired Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear certificates (facsimile or “.pdf” copies of all restrictive and other legends such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within two (except as provided in Section 4.1(b2) hereofBusiness Days of the Closing Date), evidencing the Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the such Purchaser’s Stock Certificate Questionnaire included as Exhibit B-2 A-2 hereto (the “Stock Certificates”)or, with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the Transfer Agent representing the Shares registered in the name of such Purchaser or as otherwise set forth on the such Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinQuestionnaire); (iviii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit B, executed by such counsel and addressed to the Purchasers, provided, that the Purchasers hereby acknowledge that an attorney at Company Counsel serves as investment advisor for one of the Additional Investors that is a trust for the benefit of certain existing shareholders of the Company unrelated to such attorney; (viv) a certificate of the Secretary of the Company (Company, in the “Secretary’s Certificate”)form attached hereto as Exhibit C, dated as of the Closing Date, (aA) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (bB) certifying the current versions of the certificate or articles Certificate of incorporation, as amended, Incorporation and by-laws Bylaws of the Company and (cC) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (viiv) a certificate evidencing the formation and good standing of the Company Chief Executive Officer and the Chief Financial Officer of the Company, in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictionform attached hereto as Exhibit D, dated as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing , certifying to the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days fulfillment of the Closing Date; (ixconditions specified in Sections 5.1(a) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10and 5.1(b) Business Days of the Closing Date; and (xvi) a fully executed Registration Rights AgreementCertificate of Good Standing for the Company from the Delaware Secretary of State as of a recent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States U.S. dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to in accordance with the escrow account set forth on Exhibit C attached heretoCompany’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 A-1 and B-2 A-2, respectively.

Closing Deliveries. (a) On or prior to At the Closing, subject to the Company shall issueterms and conditions hereof, deliver the Partnership will deliver, or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this the Purchased Securities by delivery of certificates evidencing such Purchased Securities at the Closing meeting the requirements of the Partnership Agreement, duly executed all free and clear of any Liens of any other Person or other restrictions whatsoever (other than those arising under the Partnership Agreement or state or federal securities laws or those created by the Companya Purchaser); (ii) facsimile copies Certificates of one the Secretary of State of the State of Delaware and the State of Nevada, as applicable, each dated as of a recent date, that each of the Partnership, the General Partner, the Operating Company and the Parent is in good standing or more stock certificatesexistence, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closingcase may be; (iii) a Warrant, executed by Confirmation that all closing conditions under the Company and registered Parent Securities Purchase Agreement have been satisfied in all material respects or the name fulfillment of any such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser conditions shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein;Closing. (iv) a legal The Contribution Agreement, which shall have been duly executed by the Partnership Parties; (v) The Omnibus Agreement, which shall have been duly executed by the Partnership Parties; (vi) The Partnership Agreement, which shall have been duly executed by the Partnership Parties; (vii) The Assignment, which shall have been duly executed by the Partnership Parties; (viii) The Assumption and Indemnification Agreement, which shall have been duly executed by the Partnership Parties; (ix) The Master Operating Agreement, which shall have been duly executed by the Partnership Parties; (x) The Credit Agreement, which shall have been duly executed by the Partnership Parties and the other parties thereto; (xi) The Registration Rights Agreement, which shall have been duly executed by the Partnership; (xii) An opinion of Company Counseladdressed to the Purchasers from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P., dated as of the Closing Date, executed by such counsel in substantially the form and substance attached hereto as Exhibit B; (xiii) A qualifying income opinion addressed to the PurchasersPartnership from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P., dated as of the Closing date, in substantially the form and substance attached hereto as Exhibit C; (vxiv) a certificate of An opinion addressed to the Secretary of the Company (the “Secretary’s Certificate”)Purchasers from ▇▇▇▇ ▇▇▇▇ Peek ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, dated as of the Closing Date, in substantially the form and substance attached hereto as Exhibit D; and (axv) certifying Purchasers shall have received from the Partnership’s, the General Partner’s and the Operating Company’s Secretary or Assistant Secretary, a certificate having attached thereto (i) the certificate of limited partnership or certificate of formation of limited liability company, as applicable, in each case, as in effect at the time of the Closing, (ii) the Partnership Agreement or the Limited Liability Company Agreement, as applicable, in each case, as in effect at the time of the Closing, (iii) resolutions adopted approved by the Board of Directors applicable governing body each of the Company or a duly authorized committee thereof approving foregoing entities authorizing the transactions contemplated by this Agreement and the other Transaction Documents and the issuance Agreement, (iv) a list of the Securitiesofficers who are authorized to sign this Agreement for each such entity, (bv) certifying the current versions specimen signatures of the certificate or articles of incorporation, as amended, such authorized officers and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of certificates with respect to each such entity from the Company applicable authorities in its the jurisdiction of formation issued by the Secretary of State (or comparable office) organization of such jurisdictionentities, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementapplicable. (b) On or prior to At the Closing, subject to the terms and conditions hereof, each Purchaser shall deliver will deliver, or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Partnership: (i) this The Commitment Amount, which shall be paid in United States dollars in immediately available funds, by wire transfer to an account designated in writing by the Partnership prior to the Closing; (ii) The Partnership Agreement, which shall have been duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and The Registration Rights Agreement, which shall have been duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyby such Purchaser.

Closing Deliveries. (a) On At the Closing, each Shareholder shall deliver, or prior cause to be delivered, to Pubco the share certificate(s) evidencing such Shareholder's Shares, each of which shall be duly endorsed for transfer to Pubco by such Shareholder or such Shareholder's duly authorized attorney-in-fact (or shall have attached thereto a blank stock power signed by such Shareholder or such Shareholder's duly authorized attorney-in-fact). (b) At the Closing, the Company Principal Shareholder shall issuedeliver, deliver or cause to be delivered to each Purchaser delivered, the following (the “Company Deliverables”):following: (i) this Agreementto Pubco, duly executed by the Companyoriginals, true copies, or written confirmations of all Company Consents; (ii) facsimile copies of one or more stock certificatesto Pubco, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingShareholder Bringdown; (iii) intentionally omitted; and (iv) to FHCP, the Additional Shares and the Additional Consideration by wire transfer of immediately available funds to an account or accounts designated by FHCP at least two (2) business days prior to the Closing Date. (c) At the Closing, each Company shall deliver, or cause to be delivered, to Pubco a WarrantCompany Bringdown with respect to such Company. (d) At the Closing, Pubco shall deliver, or cause to be delivered, the following: (i) to each Shareholder (or its designee(s)), a certificate or certificates evidencing, in the aggregate, that number of Pubco Shares set forth opposite the name of such Shareholder on SCHEDULE I, duly executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (Shareholder or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinits designee(s); (ivii) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) Principal Shareholder, a certificate (the "SECRETARY'S CERTIFICATE") of the Secretary of the Company Pubco (the “Secretary’s Certificate”), dated as of the Closing DateDate and in form and substance reasonably satisfactory to the Principal Shareholder) (A) attaching, and certifying as true, complete, and correct, the Organizational Documents of Pubco, and (aB) attaching (and certifying as true, complete and correct) a copy of the resolutions adopted by the Pubco Board authorizing the execution, delivery and performance of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companywhich Pubco is a party; (viiii) to the Compliance Certificate referred to in Section 5.1(g); (vii) Principal Shareholder, a certificate evidencing the formation and of good standing of for Pubco from the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within appropriate Governmental Authority dated not more than five (5) Business Days of business days prior to the Closing Date; (viiiiv) a certificate evidencing to the Company’s qualification Principal Shareholder, the written resignation of Thomas W. Colligan as a foreign corporation and good standing issued by the Commonwealth sole officer of MassachusettsPubco, as of a date within ten (10) Business Days of such resignation to b▇ ▇▇▇▇▇▇▇ve on the Closing Date; (ixv) to the Principal Shareholder, Pubco Board resolutions (A) appointing Mr. Xinyu Zhang to serve as a certified copy member of the Certificate Pubco Board and a▇ ▇▇▇▇▇'▇ ▇▇▇▇▇ Executive Officer and President, (B) appointing Ms. Lifang Huang to serve as Chief Financial Officer of IncorporationPubco, ▇▇▇ (▇) ▇▇▇▇▇▇ting Mr. Tiejun Wu to serve as certified by the Secretary of State Pubco; (vi) i▇▇▇▇▇▇▇▇▇▇▇▇ omitted; (vii) to the Principal Shareholder, an opinion of the State of DelawarePubco's legal counsel, as of a date within ten (10) Business Days of which opinion shall be dated the Closing Date, addressed to the Shareholders, and covering those matters set forth on SCHEDULE 3.2(D)(VII); (viii) to the Principal Shareholder, a written statement from Pubco's transfer agent, Corporate Stock Transfer, Inc., regarding the number of shares of Common Stock issued and outstanding immediately before and after the Closing; (ix) to the Principal Shareholder, originals, true copies, or written confirmations of all Pubco Consents; (x) to the Principal Shareholder, such other documents and instruments as the Principal Shareholder or its counsel reasonably shall deem necessary to consummate the transactions contemplated hereby; and (xxi) a fully to FHCP, the Investor Rights Agreement duly executed Registration Rights Agreementby Pubco. (be) On or prior to At the Closing, each Purchaser FHCP shall execute and deliver or cause to be delivered to the Company Principal Shareholder the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyFHCP Bringdown.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies as the Company and such Purchaser agree, the Company shall cause the Transfer Agent to issue, in book-entry form the number of one or more stock certificatesCommon Shares specified on such Purchaser’s signature page hereto (or, free if the Company and clear of all restrictive and other legends (except such Purchaser shall have agreed, as provided in Section 4.1(b) hereof)indicated on such Purchaser’s signature pages hereto, evidencing that such Purchaser will receive Stock Certificates for their Common Shares, then the Shares subscribed for by Purchaser hereunder, Company shall instead instruct the Transfer Agent to issue such specified Stock Certificates registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”Purchaser), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibits B, executed by such counsel and addressed to the PurchasersPurchasers and Placement Agent; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company Company, in the form attached hereto as Exhibit C (the “Secretary’s Secretary ‘s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the certificate or articles Certificate of incorporation, as amended, Incorporation and by-laws Bylaws of the Company Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) wire instructions of the Compliance Certificate referred to in Section 5.1(g)Company, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (vii) a certificate evidencing the formation and good standing of the Federal Reserve Bank of Boston to the effect that the Company in its jurisdiction is a registered bank holding company under the Bank Holding Company Act of formation issued by the Secretary of State (or comparable office) of such jurisdiction1956, as of a date within five amended (5) Business Days of the Closing Date“BHCA”); (viii) a certificate evidencing the Company’s qualification as a foreign corporation and of good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified Company issued by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of Delaware no earlier than 10 days prior to the Closing Date; and (xix) a fully executed Registration Rights Agreementthe Compliance Certificate referred to in Section 5.1(i). (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company Company, the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such P▇▇▇▇▇▇▇▇; and (iii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to Company in accordance with the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively’s written instructions.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):IMA and PGUS: (i) this evidence of the formation and good standing of the Company; (ii) the Limited Liability Company Agreement, duly executed by the Company; (iiiii) facsimile copies of one or more stock certificates, free an assignment and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto assumption agreement (the “Stock Certificates”)"Assignment and Assumption Agreement") reasonably satisfactory to PGUS, with the original Stock Certificates sent to Company and IMA under which the Purchasers within three (3) Business Days of Closing; (iii) a WarrantCompany assumes the Assumed Liabilities, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinCompany; (iv) a legal opinion of Company Counselthe Trademark Assignment, dated as of the Closing Datedate hereof and in a form reasonably satisfactory to PGUS (the "US/Canada Trademark Assignment"), between IMA and the Company, executed by such counsel and addressed to the Purchasers;Company; and (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of Agreements to which the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of is a party, executed by the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to At the Closing, each Purchaser IMA shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):and PGUS: (i) this the Limited Liability Company Agreement, duly executed by such PurchaserIMA; (ii) the Assignment and Assumption Agreement, executed by IMA; (iii) the other Transaction Agreements to which IMA or any of its Subscription AmountSubsidiaries is a party, executed by IMA or such Subsidiary; (iv) a certificate, dated the Closing Date and signed by its chief executive officer and chief financial officer, confirming that (A) the representations and warranties of IMA set forth in United States dollars this Agreement and in immediately available fundsthe Membership Unit Purchase Agreement are true and correct as of the Closing Date or such other date that any such representation or warranty speaks as of, except where the failure to be true and correct would not, individually or in the amount set forth as aggregate (I) have a Material Adverse Effect, or (II) materially impair IMA's ability to consummate the “transactions contemplated by this Agreement and the Membership Unit Purchase Price” indicated below such Purchaser’s name Agreement or to perform its obligations under this Agreement or the other Transaction Agreements; (B) all of the terms, covenants, agreements and conditions of this Agreement and the Membership Unit Purchase Agreement to be complied with and performed by IMA on or before the Closing Date shall have been complied with and performed prior to or on the applicable signature page hereto Closing Date except where the failure to so perform would not, individually or in the aggregate (I) have a Material Adverse Effect, or (II) materially impair IMA's ability to consummate the transactions contemplated by this Agreement or the Membership Unit Purchase Agreement or to perform its obligations under this Agreement or the heading “Aggregate Purchase Price other Transaction Agreements; (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached heretoC) since December 31, 2006, there has not been a Material Adverse Effect; and (iiiD) a fully completed such other matters as may be reasonably requested by PGUS; (v) evidence, in form and duly executed Accredited Investor Questionnaire, substance reasonably satisfactory to PGUS and the Company, that all consents and Stock Certificate Questionnaire approvals of third parties set forth in Section 3.3(a) of the Disclosure Schedule or otherwise required under any Business Contract (in each case pursuant to written instruments in form and substance reasonably satisfactory to PGUS and without payment of any consideration by the Company or PGUS) or from any Governmental Entity in connection with this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, have been obtained and are in full force and effect (except for any such consents and approvals the absence of which would not (A) have a Material Adverse Effect, or (B) materially impair the operation of the US CD Business); (vi) an instrument of sale or contribution in a form reasonably satisfactory to PGUS transferring to the Company all of IMA and its Subsidiaries' right, title and interest in and to the Contributed Assets; (vii) such other bills of sale, endorsements, assignments and other instruments of transfer, conveyance and assignment (in a form reasonably satisfactory to PGUS) as shall be required by Law or necessary in the forms attached hereto as Exhibits B-1 reasonable judgment of PGUS or the Company to transfer, convey and B-2 assign the Contributed Assets to the Company; and (viii) the US/Canada Trademark Assignment, respectivelyexecuted by IMA. (c) At the Closing, PGUS shall deliver or cause to be delivered to the Company and IMA: (i) the Limited Liability Company Agreement, executed by PGUS; and (ii) the other Transaction Agreements to which PGUS or any of its Affiliates is a party, executed by PGUS or such Affiliates.

Closing Deliveries. (a) On or prior to At the Closing, Sellers shall execute (where appropriate) and deliver to Purchasers the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the CompanyReinsurance Agreements; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of ClosingAdministrative Services Agreements; (iii) a Warrant, executed by the Company General Assignment and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinAssumption Agreements; (iv) a legal opinion the Bills of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the PurchasersSale; (v) a certificate evidence of compliance with the requirements of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyHSR Act; (vi) evidence of receipt of the Compliance Certificate referred to in Section 5.1(g);Permits described on Exhibit 5 from the Insurance Departments of the States of Tennessee, Delaware, New York and California and the Commonwealth of Massachusetts; and (vii) a certificate evidencing the formation and good standing evidence of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreementcompliance with any state pre-acquisition notification acts from which no exemption is available. (b) On or prior to At the Closing, each Purchaser PNAC and PRV shall execute and deliver or cause to be delivered VALIC the Separate Account Transfer Agreements and the Separate Account Administration Agreements. (c) At the Closing, Provident and Sellers shall execute and deliver to Purchasers the Company the following (the “Purchaser Deliverables”):following: (i) this the Transition Services Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as License Agreement; (iii) the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached heretoMarketing Agreements; and (iv) a certificate of an executive officer of Provident, dated the Closing Date, representing and warranting to the effect that (A) the person signing such certificate is familiar with the provisions of this Agreement and (B) the conditions specified in Article 5 have been satisfied. (d) At the Closing, Purchasers shall execute (where appropriate) and deliver to Sellers the following: (i) the Reinsurance Agreements; (ii) the Administrative Services Agreements; (iii) the General Assignment and Assumption Agreements; (iv) evidence of compliance with the requirements of the HSR Act; and (v) evidence of compliance with any state pre-acquisition notification requirements from which no exemption is available. (e) At the Closing, VALIC shall execute and deliver to PNAC and PRV the Separate Account Transfer Agreements and the Separate Account Administration Agreements. (f) At the Closing, Purchasers shall execute and deliver to Provident and Sellers the following: (i) the Transition Services Agreement; (ii) the License Agreement; (iii) the Marketing Agreements; and (iv) a fully completed certificate of an executive officer of each Purchaser, dated the Closing Date, representing and duly executed Accredited Investor Questionnaire, reasonably satisfactory warranting to the Company, effect that (A) the person signing such certificate is familiar with the provisions of this Agreement and Stock Certificate Questionnaire (B) the conditions specified in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyArticle 6 have been satisfied.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly a certificate executed by the Company’s chief executive officer and chief financial officer, confirming the continued truth and correctness in all material respects (except as to those representations and warranties qualified by materiality, as to which the confirmation shall be as to their continued truth and correctness) as of the Closing Date of the Company’s representations and warranties made in Article III hereof; (ii) facsimile a certificate of the secretary of the Company, attaching a recent copy of the certificate of incorporation, as amended, certified by the Secretary of State of the State of Delaware and a good standing certificate dated August 17, 2007, copies of the by-laws of the Company and resolutions of the board of directors, which the secretary of the Company has certified as true and correct copies in full force and effect as of the Closing; (iii) one or more stock certificatescertificates (or copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Common Shares set forth opposite such Investor’s name on Exhibit A hereto under the Shares subscribed for by Purchaser hereunder, heading “Common Shares,” registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth thereinInvestor; (iv) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit C, executed by such counsel and addressed delivered to the PurchasersInvestors; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted duly executed Transfer Agent Instructions acknowledged by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company’s transfer agent; (vi) approval by each applicable Trading Market of an additional shares listing application covering all of the Compliance Certificate referred to in Section 5.1(gRegistrable Securities, if required by such Trading Market (and, if applicable, evidence of conditional listing approval);; and (vii) a certificate evidencing any consents or approvals of any Person listed on Schedule 3.1(z) or any other third-party required to effect the formation terms and good standing conditions of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights this Agreement. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following purchase price (less each Investor’s proportionate share of the Investors’ fees and expenses described in Section 7.2, which shall be paid by deduction to the proceeds payable as directed by each Investor) set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, Purchase Price” in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing to such Investor by the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyCompany for such purpose.

Closing Deliveries. (a) On or prior to At the Closing, the Company Borrower shall issue, deliver or cause to be delivered to each Purchaser the following (Lender the “Company Deliverables”):following: (i) this Agreement, duly executed by a Debenture in the Companyaggregate principal amount of the Initial Loan Amount registered in the name of the Lender; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereundera Warrant, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoLender, pursuant to which such Purchaser the Lender shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) % of the number of Shares shares of Common Stock issuable upon assumed conversion in full of the Debenture issuable to such Purchaser, rounded up to the nearest whole shareLender in accordance with Section 2.2(a)(i), on the terms set forth therein; (iii) the Registration Rights Agreement, duly executed by the Borrower; (iv) a the Security Agreements, duly executed by the Borrower; (v) the legal opinion of Company Borrower Counsel, dated as of the Closing Datein agreed form, executed by such counsel and addressed delivered to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyLender; (vi) a certificate from a duly authorized officer certifying on behalf of the Compliance Certificate referred to Borrower that each of the conditions set forth in Section 5.1(g);6.1 has been satisfied; and (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued any other document reasonably requested by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights AgreementLender. (b) On or prior to At the Closing, each Purchaser the Lender shall deliver or cause to be delivered to the Company Borrower the following (the “Purchaser Deliverables”):following: (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, the Initial Loan Amount in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to an account designated in writing by the escrow account set forth on Exhibit C attached heretoBorrower for such purpose; (ii) the Registration Rights Agreement, duly executed by the Lender; and (iii) a fully completed and the Security Agreements, duly executed Accredited Investor Questionnaire, reasonably satisfactory to by the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyLender.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies as the Company and such Purchaser agree, the Company shall cause the Transfer Agent to issue, in book-entry form the number of one or more stock certificatesCommon Shares specified on such Purchaser’s signature page hereto (or, free if the Company and clear of all restrictive and other legends (except such Purchaser shall have agreed, as provided in Section 4.1(b) hereof)indicated on such Purchaser’s signature pages hereto, evidencing that such Purchaser will receive Stock Certificates for their Common Shares, then the Shares subscribed for by Purchaser hereunder, Company shall instead instruct the Transfer Agent to issue such specified Stock Certificates registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”Purchaser), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit C, executed by such counsel and addressed to the Purchasers; (iv) the Registration Rights Agreement, duly executed by the Company (which shall be delivered on the date hereof); (v) a certificate of the Secretary of the Company Company, in the form attached hereto as Exhibit D (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the certificate or articles Articles of incorporationIncorporation, as amended, and by-laws laws, as amended, of the Company Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) wire instructions of the Compliance Certificate referred to in Section 5.1(g)Company, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) a certificate evidencing waiver to the formation Stockholders’ Agreement entered into by all affected parties thereto permitting the transaction contemplated by this Agreement without complying with the terms and good standing of conditions (including any notice requirement) set forth therein in the Company in its jurisdiction of formation issued by form attached hereto as Exhibit E (the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date“Stockholders’ Agreement Waiver”); (viii) a certificate evidencing waiver to the 2017 Registration Rights Agreement entered into by the Company’s qualification as , the significant investors, and the holders of at least a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days majority of the Closing Dateregistrable securities outstanding (as those terms are defined in the 2017 Registration Rights Agreement) permitting the transaction contemplated by this Agreement and the Registration Rights Agreement in the form attached hereto as Exhibit F (the “Registration Rights Agreement Waiver”); (ix) a certified copy an amendment to the Stockholders’ Agreement entered into by holders of at least two-thirds (2/3) of the Certificate shares subject to the Stockholders’ Agreement to revise the termination conditions associated with the Stockholders’ Agreement in the form attached hereto as Exhibit G (the “Third Amendment to the Stockholders’ Agreement”); (x) a certificate of Incorporation, as certified the Federal Reserve Bank of Kansas City to the effect that the Company is a registered bank holding company under the BHCA; (xi) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of Delaware no earlier than 10 days prior to the Closing Date; (xii) the Company has reserved the shares of Common Stock underlying the Warrant; and (xxiii) a fully executed Registration Rights Agreementthe Compliance Certificate referred to in Section 5.1(f). (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company Company, the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such ▇▇▇▇▇▇▇▇▇; and (iii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to Company in accordance with the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively’s written instructions.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to the Escrow Agent on behalf of each Purchaser the following (the “Company Deliverables”):following: (i) this AgreementAgreement duly executed by the Company. (ii) a certificate evidencing a number of Shares equal to the subscription amount indicated below such Purchaser’s name on the signature page of this Agreement divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iii) a legal opinion from Company Counsel, in the form of Exhibit C hereto, addressed to the Purchasers; (iv) the Registration Rights Agreement duly executed by the Company; (iiv) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereundera Short Term Warrant, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 heretoPurchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal up to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of shares of Common Stock equal to 50% of the Shares issuable to be issued to such Purchaser, rounded up to Purchaser at the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyClosing; (vi) a Long Term Warrant, registered in the Compliance Certificate referred name of such Purchaser, pursuant to in Section 5.1(g);which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser at the Closing; and (vii) a certificate evidencing the formation and good standing of Instructions to Transfer Agent executed by the Company in its jurisdiction of formation issued and delivered to and acknowledged by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification transfer agent in the form annexed hereto as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement.Exhibit A. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company Escrow Agent the following (the “Purchaser Deliverables”):following: (i) this Agreement, Agreement duly executed by such Purchaser; (ii) its Subscription Amountthe subscription amount indicated below such Purchaser’s address for notice on the signature page of this Agreement, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached heretoof the Company; and (iii) a fully completed and the Registration Rights Agreement duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyby such Purchaser.

Closing Deliveries. (a) On The Closing shall take place at the offices of Chicago Title Insurance Company, ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or prior at such other place as Purchaser and Sellers mutually agree, at 10:00 A.M. local time, which Closing is anticipated to occur on or before June 1, 2009 (the “Closing Date”), subject to the satisfaction (or waiver) of all conditions to each party’s obligation to close under this Agreement by the obligated party; provided, however, for all purposes the Closing shall be deemed to have occurred as of 12:01 A.M. local time on the Closing Date. The Closing may take place by delivery of the documents (executed by all of the parties, as applicable) at Closing by facsimile transmission, email in locked or unmodified pdf format or courier service and payment of the Cash Closing Payment by wire transfer. (b) At Closing, the Company shall issueSeller will deliver, deliver or cause to be delivered to each Purchaser Purchaser, the following (the “Company Deliverables”): following: (i) this a ▇▇▇▇ of Sale, Assignment and Assumption Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered substantially in the name form of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 E hereto (the “Stock Certificates▇▇▇▇ of Sale”), with (ii) an Assignment and Assumption of Lease, substantially in the original Stock Certificates sent to form of Exhibit F hereto (the Purchasers within three (3) Business Days “Assignment of Closing; Lease”), (iii) for each parcel of Real Property, a Warrant, executed by the Company and registered special warranty deed substantially in the name form of such Purchaser as set forth on Exhibit G hereto (the Stock Certificate Questionnaire included as Exhibit B-2 hereto“Deed”), pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) an Owner’s Affidavit of Title for each parcel of Real Property, (v) a legal opinion “non-foreign person” affidavit for each parcel of Company CounselReal Property, dated as (vi) a certificate of occupancy or other transfer approval, to the extent required by any governmental entity having jurisdiction over each parcel of Real Property, (vii) all keys relating to the Real Property, (viii) the Officer’s Certificate of Seller, (ix) the Secretary’s Certificate of Seller, (x) a certificate of name change (and other appropriate documentation) to change the corporate or company name of Seller, which certificate shall be filed with the Secretary of State of Washington (or other appropriate governing body) on the Closing Date, executed by such counsel and addressed (xi) evidence that Crazy Moose Casino III, Inc., a Washington corporation, has been dissolved or changed its name to a name that Seller would not be prohibited from using under Section 4.12 of this Agreement, (xii) a real estate excise tax affidavit with respect to the Purchasers; Real Property, (vxiii) a certificate list of the Secretary of the Company (the “Secretary’s Certificate”)all Promotional Liabilities, dated certified by Seller as true and correct as of the Closing Date, (axiv) certifying the resolutions adopted by the Board a list of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, all Employees who have been terminated at each applicable Business within ninety (b90) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as days prior to the signatures Closing Date, certified by Seller as true and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, correct as of a date within five (5) Business Days of the Closing Date; , (viiixv) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth list of Massachusetts, COBRA Recipients as of a the date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or immediately prior to the Closing, each certified by Seller as true and correct as of the Closing Date, together with any additional information regarding COBRA Recipients requested by Purchaser, and (xvi) all other documents, instruments, consents and writings which are required to be delivered by Seller at the Closing pursuant to this Agreement. (c) At Closing, Purchaser shall deliver will deliver, or cause to be delivered to Seller, the Company the following (the “Purchaser Deliverables”): following: (i) this Agreementthe Cash Closing Payment, duly executed by such Purchaser; (ii) its Subscription Amountthe Deposit and all interest thereon, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) the Promissory Note, (iv) the ▇▇▇▇ of Sale, (v) the Assumption Agreement, (vi) the Security Agreement, (vii) the Deed of Trust, (viii) a fully completed UCC-1 financing statement naming Seller as secured party covering the assets described in the Security Agreement, (ix) the Officer’s Certificate of Purchaser, (x) the Secretary’s Certificate of Purchaser, (xi) a fully-executed excise tax affidavit, (xii) a resale certificate regarding the portion of the Assets comprised of inventory, (xiii) a lender’s policy of title insurance insuring the lien of the Deed of Trust against the Real Property in an amount equal to 110% of the tax assessed value of the Real Property, (xiv) the Guaranty and duly executed Accredited Investor Questionnaire(xv) all other documents, reasonably satisfactory instruments, consents and writings which are required to be delivered by Purchaser at the Closing pursuant to this Agreement. (d) At Closing, (i) Seller shall pay, or cause to be paid, to Escrow Agent one-half of all fees and costs of the Escrow Agent, plus the costs of recording the Deed plus the Excise Tax pursuant to the Companyprovisions of Section 1.08 and (ii) Purchaser shall pay, or cause to be paid, to Escrow Agent one half of all fees and Stock Certificate Questionnaire in costs of the forms attached hereto as Exhibits B-1 and B-2 , respectivelyEscrow Agent plus the Sales Tax pursuant to the provisions of Section 1.08.

Closing Deliveries. (a) On or prior to before the ClosingInitial Closing Date, the Company parties shall issueexecute and deliver, deliver or cause to be delivered to each Purchaser executed and delivered, all of the following documents and instruments reasonably required to effectuate, consummate and implement the terms and conditions of this Agreement (the “Company DeliverablesClosing Documents”): (ia) A separate ▇▇▇▇ of Sale executed by each Seller sufficient to transfer and assign to Purchaser all of such Seller’s right, title and interest in and to its Assets, in substantially the form of Exhibit “C”; (b) A separate Assignment of Lease executed by each Seller that is a party to a Real Property Lease, in substantially the form of Exhibit “D” or in such other form as may be reasonably acceptable to the Purchaser, sufficient to transfer such Seller’s right, title and interest in and to all Real Property Leases to which it is a party and Leasehold Improvements thereon. (c) An assumption agreement pursuant to which Purchaser shall assume the Assumed Liabilities (the “Assumption Agreement”); (d) A compliance certificate executed by the appropriate officer of each Seller in accordance with Section 7.6(a) and by Purchaser in accordance with Section 8.3(a) of this Agreement. (e) ▇▇▇▇▇ shall have executed and delivered to the Purchaser non-competition agreements in substantially the form attached hereto as Exhibit “E” with exception for those concepts and locations specified in Section 6.8. (f) A legal opinion of Seller’s counsel, dated the Initial Closing Date, in form and substance mutually and reasonably acceptable to the Purchaser and the Sellers. (g) A separate Assignment of Trade Name executed by each Seller for each state wherein such Seller has registered a trade name. (h) The guaranty agreement by ▇▇▇▇▇ as required by Section 11.2, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered ▇▇▇▇▇ in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included form attached hereto as Exhibit B-2 hereto (the “Stock CertificatesF”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this AgreementReleases of all Liens on the Assets, other than Permitted Encumbrances, with respect to each parcel of real property included in the Assets. (j) A consent and release duly executed by ▇▇▇▇▇’▇ children in the form attached hereto as Exhibit “G” or in such other form as is reasonably acceptable to the Purchaser;. (iik) its Subscription Amount, in United States dollars The amendments or other modifications to the Real Property Leases required by the Purchaser and in immediately available funds, in the amount set forth as or described on Schedule 9.2(k) which amendments or modifications shall be duly executed by the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer appropriate lessor and shall otherwise be in form and substance reasonably acceptable to the escrow account set forth on Exhibit C attached hereto; andPurchaser. (iiil) a fully completed An affidavit or affidavits of the Sellers, together with such other evidence as may be required by the Title Company insuring title to the Leased Premises and duly executed Accredited Investor QuestionnaireLeasehold Improvements at Closing, which affidavits or other documentary evidence, if required, will be in form and substance satisfactory to the Title Company and sufficient to cause the Title Company to issue title insurance policies to Purchaser in form and substance reasonably satisfactory to Purchaser with respect to the Company, Leased Premises and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectivelyLeasehold Improvements. (m) Any other documents reasonably requested by either party.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificatescertificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, free and clear then facsimile or “.pdf” copies of all restrictive and other legends (except as provided in Section 4.1(b) hereofsuch certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within two Business Days of the Closing Date), evidencing the Preferred Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; (iv) the Registration Rights Agreement, duly executed by the Company; and (v) a certificate of the Secretary of the Company Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles Articles of incorporationIncorporation, as amended, and by-laws laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;; and (vi) the Compliance Certificate compliance certificate referred to in Section 5.1(g); (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States U.S. dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to in accordance with the escrow account set forth on Exhibit C attached heretoCompany’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iiiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 C-1 and B-2 C-2, respectively.